Common use of Exculpation and Indemnification Clause in Contracts

Exculpation and Indemnification. (a) Subject to the provisions of Section 20(d), the Company shall indemnify, to the fullest extent permitted by law, 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 by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the Member.

Exculpation and Indemnification. Neither the Economic Member nor the Special Members nor any Officer, Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Economic Member or the Special Members (acollectively, the “Covered Persons”) Subject shall be liable to the provisions of Section 20(d), Company or any other Person who has an interest in or claim against the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person 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 Covered Person by this Agreement, except that a Covered Person shall indemnifybe liable for any such loss, to damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered 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 by reason of the fact that any act or omission performed or omitted by such Covered Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request in good faith on behalf of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to within the best interests scope of the Company and not in violation of authority conferred on such Covered Person by this Agreement, andexcept that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to a criminal action such acts or proceeding, had no reasonable cause to believe such Person’s conduct was unlawfulomissions; provided, that any indemnity under this Section 19 by the Company shall have no obligation to indemnify or defend hereunder be provided out of and to the extent of Company assets only, and the Economic Member and the Special Members shall not have personal liability on account thereof; provided further, that so long as any Obligation is outstanding, no indemnity payment from funds of the Company (as distinct from funds from other sources, such as insurance) of any indemnity under this Section 19 shall be payable from amounts allocable to any other Person pursuant to the Transaction Documents. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding arises shall, from fraudtime to time, willful misconduct or gross negligence on be advanced by the part Company prior to the final disposition of such Indemnified Personclaim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 19. Indemnifiable Losses will A Covered Person shall be reasonably allocated fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the MemberCovered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Economic Member might properly be paid. To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement or any approval or authorization granted by the Company or any other Covered Person. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Economic Member and the Special Members to replace such other duties and liabilities of such Covered Person. The foregoing provisions of this Section 19 shall survive any termination of this Agreement.

Exculpation and Indemnification. (a) Subject None of the Manager or liquidator or any of their partners, members, employees, officers, agents, directors or affiliates (each, a “Covered Person”) shall be liable to the provisions Company or any Member for any loss suffered by the Company or any Member which arises out of Section 20(dany investment or any other action or omission of such Covered Person unless such Covered Person has been finally adjudicated to have acted with gross negligence or fraud. No Covered Person shall be liable to the Company or any Member with respect to any action or omission taken or suffered by any of them in good faith if such action or omission is taken or suffered in reliance upon and in accordance with the opinion or advice of legal counsel (as to matters of law), the or of accountants (as to matters of accounting), or of investment bankers, accounting firms, or other appraisers (as to matters of valuation). The Company shall indemnifyindemnify and hold harmless each Covered Person, to the fullest extent permitted by law, 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 from and against any loss or investigative expense reasonably suffered or sustained by him or her in connection therewith by reason of the fact that such Person he, she or it is or was the Manager, a Memberpartner, Officer, director, controlling personmember, employee, legal representative officer, agent, director or agent affiliate of the CompanyManager, or is a director, officer or was serving employee of the Portfolio Company or any other organization which he, she or it serves or has served as a director, officer or employee at the request of the Company as manageror in connection with Company affairs, directorincluding without limitation any judgment, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, reasonable attorneys’ fees or any other costs and or expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending connection with the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out defense of any action threatened, pending or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such completed action, suit or proceeding, provided that this indemnity shall not extend to matters as to which the Covered Person has been finally adjudicated in any action suit or proceeding arises from fraud, willful misconduct or to have acted with gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the Memberor fraud.

Exculpation and Indemnification. (a) Subject to the provisions Notwithstanding any other provision of Section 20(d)this Agreement, the Company shall indemnifywhether express or implied, to the fullest extent permitted by law, no Indemnitee shall be liable to the Company or any Person Member for any act or omission in relation to the Company or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. To the fullest extent permitted by law, as the same exists or hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), the Company shall indemnify any Indemnitee who was or is a party made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceedingproceeding (brought in the right of the Company or otherwise), whether civil, criminal, administrative administrative, arbitrative or investigative investigative, and whether formal or informal (hereinafter a “Proceeding”), including appeals, by reason of the fact that his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by Indemnitee in such Person is or was a Membercapacity, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from for and against any all loss and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs liability suffered and expenses (including reasonable attorney’s attorneys’ fees), judgments, fines and accountant’s fees, court costs and other out-of-pocket expenses actually and amounts paid in settlement reasonably incurred by such Indemnitee in investigatingconnection with such action, preparing suit or defending proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to the foregoingextent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Company shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (including any i) commenced by such brought Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the Managing Member, and (ii) by or in the right of the CompanyCompany only if the Managing Member has provided its prior written consent. The indemnification of an Indemnitee of the type identified in clause (e) suffered or incurred by of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnified Indemnitee is entitled from the relevant other Person while serving in (including any payment made to such capacity or that otherwise in Indemnitee under any way relate insurance policy issued to or arise out for the benefit of any action or inaction by such Indemnified Person or Indemnitee) (the Company (collectively, “Indemnifiable LossesPrimary Indemnification”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to will only be in or not opposed paid to the best interests extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company and not in violation of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the Memberany Indemnitee.

Exculpation and Indemnification. (a) Subject to the provisions of Section 20(d), the Company shall indemnify, to To the fullest extent permitted by lawapplicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit, the Company shall defend, indemnify and hold harmless each Covered Person from and against any and all Losses incurred or suffered by such Covered Person who was (whether as a result of any claim by any Member or is a any third party or is threatened otherwise) by reason of: (i) any act or omission or alleged act or omission performed or omitted to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason performed on behalf of the Company in connection with the business of the Company; (ii) the fact that such Person he or she is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the CompanyCovered Person, or that such Covered Person is or was serving at the request of the Company as a manager, director, officer, member, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust parent or other enterprise Representative of any other Person; or (an “Indemnified Person”), from and against iii) any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing act or defending the foregoing) (including any such brought by omission or alleged act or omission arising out of or in connection with the right Company or the business of the Company, to the extent not reimbursed by insurance or other coverage, in each case, if: (A) suffered such Covered Person acted or incurred by omitted to act in good faith and in the belief that such Indemnified act or omission was in, or was not opposed to, the best interests of the Company and, with respect to any criminal proceeding, had no reason to believe his or her conduct was unlawful, (B) such Covered Person’s conduct did not constitute fraud, gross negligence or willful misconduct and (C) if such Covered Person while serving in is a Member, such capacity Member’s conduct did not constitute a willful breach or that otherwise in any way relate to or arise violation of this Agreement. The obligations of the Company under this Section 10.02 shall be satisfied solely out of and to the extent of the Company’s assets, and no Covered Person shall have any action or inaction by personal liability on account thereof. There shall be, and each Covered Person shall be entitled to, a rebuttable presumption that such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Covered Person acted in good faith and in a manner that such Indemnified Person reasonably believed is otherwise entitled to be in or not opposed to the best interests indemnification under this Section 10.02(a) and advancement of the Company and not in violation of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the Memberexpenses under Section 10.02(b).

Exculpation and Indemnification. (a) Subject No Member or officer shall be liable to the provisions of Section 20(dCompany, or any other person or entity who has or had an interest in the Company, including the Forming Person (each, an “Indemnified Party”), for any loss, damage or claim incurred by the Company 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, except that an Indemnified Party shall indemnifybe liable for any such loss, to damage or claim incurred by the Company by reason of such Indemnified Party’s fraud or willful misconduct. To the fullest extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any Person who was loss, damage or is 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 party or is threatened manner reasonably believed to be made a party within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified for any threatenedsuch 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 extent of Company assets only, and no Member shall have personal liability on account thereof. The costs and expenses of any Indemnified Party reasonably incurred in defending any threatened or pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative investigative, shall be paid by reason the Company in advance of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent final disposition of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, willful misconduct upon receipt of an undertaking by or gross negligence on behalf of the part of Indemnified Party to repay such amount if it shall ultimately be determined that such Indemnified Person. Indemnifiable Losses will Party is not entitled to be reasonably allocated to indemnified by the Company as authorized by the Memberthis Section 20.

Exculpation and Indemnification. (a) Subject No Member or Manager shall be liable to the provisions of Section 20(d), Company or any other person or entity who has an interest in the Company shall indemnifyfor any loss, to the fullest extent permitted by law, any Person who was damage 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 claim incurred by reason of the fact that any act or omission performed or omitted by such Person is Member or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request Manager in good faith on behalf of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be within the scope of the authority conferred on such Member or Manager by this Agreement, except that a Member or Manager shall be liable for any such loss, damage or claim incurred by reason of such Member’s or Manager’s willful misconduct. To the full extent permitted by applicable law, a Member or Manager shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Manager by reason of any act or omission performed or omitted by such Member or Manager in or not opposed to the best interests good faith on behalf of the Company and not in violation a manner reasonably believed to be within the scope of the authority conferred on such Member or Manager by this Agreement, andexcept that no Member or Manager shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Manager by reason of willful misconduct with respect to a criminal action such acts or proceeding, had no reasonable cause to believe such Person’s conduct was unlawfulomissions; provided, however, that the Company any indemnity under this Section 17 shall have no obligation to indemnify or defend hereunder be provided out of and to the extent such actionof Company assets only, suit or proceeding arises from fraudand the Member shall not have personal liability on account thereof. To the extent, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated if at all, that Section 56-7-1 XXXX 0000, as amended, is applicable to the Company indemnity provisions set forth in this Agreement, then any such agreement to indemnify will not extend to liability, claims, damages, losses or expenses, including attorney fees, arising out of (i) the preparation or approval of maps, drawings, opinions, reports, surveys, change orders, designs or specifications by the Memberindemnitees, or the agents or employees of the indemnitees; or (ii) the giving of or the failure to give directions or instructions by the indemnitees, or the agents or employees of the indemnitees, where such giving or failure to give directions or instructions is the primary cause of bodily injury to persons or damage to property.

Exculpation and Indemnification. (a) Subject to the provisions of Section 20(d), the The Company shall indemnify, to the fullest extent permitted by law, 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 suit, proceeding or proceedinginvestigation, whether civil, criminal, administrative investigative or investigative by reason of the fact that such Person is administrative, and whether external or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of internal to the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative (other than an action or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such suit brought by or in the right of the Company) suffered ), by reason of the fact that such person is or was a Manager, Member, employee or trustee of the Company, or that, such person is or was an Affiliate of the Manager (including any partner, member, officer, director, shareholder, agent, advisor, or legal representative of the Manager or its Affiliates), Member, employee or trustee of the Company, against expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Indemnified Person while serving in connection with such capacity action, suit or that otherwise in proceeding, or any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”)appeal therein, if such Indemnified Person acted in good faith and in a manner that such Indemnified Person he, she, or it reasonably believed to be in or not opposed to the best interests of the Company Company, and not in violation of this Agreement, and, with respect to a any criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such . The termination of any action, suit or proceeding arises from fraudwhether by judgment, willful misconduct order, settlement, conviction, or gross negligence on upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the part of such Indemnified Person. Indemnifiable Losses will Person did not act in good faith and in a manner which he, she or it reasonably believed to be reasonably allocated in or not opposed to the Company by best interests of the MemberCompany, and, with respect to any criminal action or proceeding, that such Person had reasonable cause to believe that his, her or its conduct was unlawful.

Exculpation and Indemnification. In the event that the Member or any of its direct or indirect directors, officers, stockholders, employees, agents, affiliates or controlling persons (a) Subject collectively, the “Indemnified Persons”; each, including the Member, an “Indemnified Person”), becomes involved, in any capacity, in any threatened, pending or completed, action, proceeding or investigation, in connection with any matter arising out of or relating to the provisions of Section 20(d)Company’s business or affairs, the Company will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, provided that such Indemnified Person shall indemnifypromptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, to proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, 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 by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (also will indemnify and hold harmless an “Indemnified Person”), from and Person against any and all losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, liabilitiescosts, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs expenses and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out disbursements of any action kind or inaction by such Indemnified Person or the Company nature whatsoever (collectively, “Indemnifiable LossesCosts”), if to which such an Indemnified Person acted may become subject in good faith and connection with any matter arising out of or in a manner that such Indemnified Person reasonably believed to be in connection with the Company’s business or not opposed to the best interests of the Company and not in violation of this Agreementaffairs, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder except to the extent that any such actionCosts result solely from the willful misfeasance, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part or bad faith of such Indemnified Person. Indemnifiable Losses will be reasonably allocated If for any reason (other than the willful misfeasance, gross negligence, or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the Company amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the MemberCompany on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section 12 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section 12 shall be limited to the Company’s assets, and the Member shall not have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

Exculpation and Indemnification. In the event that the Sole Member or any of its direct or indirect partners, directors, officers, stockholders, employees, agents, affiliates or controlling persons, including, without limitation, any Manager or Officer (a) Subject individually, an “Indemnified Person” and collectively, the “Indemnified Persons”), become involved, in any capacity, in any threatened, pending or completed, action, proceeding or investigation, in connection with any matter arising out of or relating to the provisions of Section 20(d)Company’s business or affairs, the Company will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, provided that such Indemnified Person shall indemnifypromptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, to proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, 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 by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (also will indemnify and hold harmless an “Indemnified Person”), from and Person against any and all losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, liabilitiescosts, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs expenses and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out disbursements of any action kind or inaction by such Indemnified Person or the Company nature whatsoever (collectively, “Indemnifiable LossesCosts”), if to which such an Indemnified Person acted may become subject in good faith and connection with any matter arising out of or in a manner that such Indemnified Person reasonably believed to be in connection with the Company’s business or not opposed to the best interests of the Company and not in violation of this Agreementaffairs, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder except to the extent that any such actionCosts result solely from the willful misfeasance, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part or bad faith of such Indemnified Person. Indemnifiable Losses will be reasonably allocated If for any reason (other than the willful misfeasance, gross negligence, or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the Company amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the MemberCompany on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be limited to the Company’s assets, and the Sole Member shall not have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

Exculpation and Indemnification. Neither the Member, Managers nor Officers (aeach an “Indemnified Party”) Subject shall be liable to the provisions of Section 20(d), Company or any other person or entity who has an interest in the Company for any loss, damage or claim (a “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, except that an Indemnified Party shall indemnifybe liable for any such Loss and Costs, to incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the fullest full extent permitted by applicable law, any Person who was or is a party or is threatened an Indemnified Party shall be entitled to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of indemnification from the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative for any Loss or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or Costs incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out Party by reason of any action act or inaction omission performed or omitted by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted Party in good faith on behalf of the Company and in a manner that such Indemnified Person reasonably believed to be in or not opposed to within the best interests scope of the Company and not in violation of authority conferred on such Indemnified Party by this Agreement, and, except that no Indemnified Party shall be entitled to be indemnified in respect of any Loss or Costs incurred by such Indemnified Party by reason of such Indemnified Party’s gross negligence or willful misconduct with respect to a criminal action such acts or proceeding, had no reasonable cause to believe such Person’s conduct was unlawfulomissions; provided, however, that the Company any indemnity under this Section 21 shall have no obligation to indemnify or defend hereunder he provided out of and to the extent of 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 action, suit or proceeding arises advances from fraud, willful misconduct or gross negligence on the part time to time; provided such statement provides reasonable documentary evidence of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company Costs and provides a written undertaking by the MemberIndemnified Party to repay any and all advanced Costs in the event such Indemnified Party is ultimately determined to not he entitled to indemnification by the Company.

Exculpation and Indemnification. Neither the Member nor any director or officer thereof nor any Manager or Officer of the Company (aeach, a “Covered Person”) Subject shall be liable to the provisions of Section 20(d), Company or any person or entity who has an interest in the Company shall indemnifyfor any loss, to the fullest extent permitted by law, any Person who was damage 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 claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the fact that Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person is or was a Memberin accordance with this Agreement (which, Officer, director, controlling person, employee, legal representative or agent with respect to Officers and Managers of the Company, shall not extend beyond the termination of such individual’s employment with the Company), except that such Covered Person shall be liable for any such loss, damage or is claim incurred by reason of such Covered Person’s willful misconduct. To the full extent permitted by applicable law, each Covered Person shall be entitled to indemnification and advancement of fees and expenses from the Company for any loss, damage, claim, fee, expense or was serving at the request liability incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to within the best interests scope of the Company and not authority conferred on such Covered Person in violation of accordance with this Agreement, andexcept that a Covered Person shall not be entitled to be indemnified in respect of any loss, damage, claim, fee or expense incurred by such Covered Person by reason of willful misconduct with respect to a criminal action such acts or proceeding, had no reasonable cause to believe such Person’s conduct was unlawfulomissions; provided, however, that the Company any indemnity under this Section 19 shall have no obligation to indemnify or defend hereunder be provided out of and to the extent of Company assets only, and no Covered Person shall have personal liability on account thereof, and provided, further, that no indemnity or advancement of fees and expenses hereunder shall be made in respect of a claim by the party seeking such actionindemnity or advancement against the Company or the Member, suit other than a claim for enforcement of the indemnity or proceeding arises from fraud, willful misconduct advancement provisions of this Section 19. No amendment of this Section 19 shall be effective as to acts or gross negligence on events occurring or caused prior to the part date of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the Memberamendment.

Exculpation and Indemnification. (a) Subject to the provisions of Section 20(d)The Company will defend, the Company shall indemnify, to the fullest extent permitted by law, indemnify and hold harmless 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 proceeding brought other than by or investigative on behalf of the Company by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative Board Member or agent of the Company, or is or was serving at the request officer of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an such persons each a “Indemnified Covered Person”)) to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit; provided, from however, that any such Covered Person will not be entitled to indemnification hereunder if the loss or damage was the result of fraud, deceit, gross negligence, reckless or intentional misconduct or a knowing violation of law by such Covered Person. The foregoing defense, indemnification and against obligation to hold harmless will extend to (i) any cost, damage, disbursement, expense, liability, loss, deficiency, obligation, penalty or settlement of any kind or nature, whether foreseeable or unforeseeable, including interest and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, in each case to the extent actually incurred or suffered, and (ii) reasonable legal, accounting and other professional fees and expenses incurred in the investigation, collection, prosecution and defense of claims and amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder each case to the extent actually incurred, that may be imposed on or otherwise incurred or suffered by the specified Person as a result of such threatened, pending or completed action, suit or proceeding arises from fraudwhich shall be paid by the Company when due (“Losses”); provided, willful misconduct or gross negligence on the part however, that such Person may be required to repay such expenses if it is determined by a final judgment of a court of competent jurisdiction that such Indemnified PersonPerson is not entitled to be indemnified pursuant to this Section 8.2. Indemnifiable Losses The Executive Board will be reasonably allocated authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any Person entitled to be indemnified by the Company hereunder, upon such terms and conditions as the Executive Board deems appropriate in its business judgment. The indemnification rights set forth herein will be in addition to, and will not be exclusive of, any other rights to which such Person may be entitled by the Membercontract or otherwise under applicable law.

Exculpation and Indemnification. (a) Subject to the provisions Notwithstanding any other provision of Section 20(d)this Agreement, the Company shall indemnifywhether express or implied, to the fullest extent permitted by law, no Indemnitee shall be liable to the Partnership or any Person Partner for any act or omission in relation to the Partnership or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. To the fullest extent permitted by law, as the same exists or hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Partnership to provide broader indemnification rights than such law permitted the Partnership to provide prior to such amendment), the Partnership shall indemnify any Indemnitee who was or is a party made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceedingproceeding (brought in the right of the Partnership or otherwise), whether civil, criminal, administrative administrative, arbitrative or investigative investigative, and whether formal or informal, including appeals, by reason of the fact that his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by Indemnitee in such Person is or was a Membercapacity, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from for and against any all loss and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs liability suffered and expenses (including reasonable attorney’s attorneys’ fees), judgments, fines and accountant’s fees, court costs and other out-of-pocket expenses actually and amounts paid in settlement reasonably incurred by such Indemnitee in investigatingconnection with such action, preparing suit or defending proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to the foregoingextent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c) hereof, the Partnership shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (including any i) commenced by such brought Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the General Partner and (ii) by or in the right of the CompanyPartnership only if the General Partner has provided its prior written consent. The indemnification of an Indemnitee of the type identified in clause (d) suffered or incurred by of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnified Indemnitee is entitled from the relevant other Person while serving in (including any payment made to such capacity or that otherwise in Indemnitee under any way relate insurance policy issued to or arise out for the benefit of any action or inaction by such Indemnified Person or Indemnitee) (the Company (collectively, “Indemnifiable LossesPrimary Indemnification”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to will only be in or not opposed paid to the best interests extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person shall be entitled to contribution or indemnification from or subrogation against the Partnership. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company Partnership or any Indemnitee. For the avoidance of doubt, this Agreement shall not affect the indemnification and not advancement rights provided pursuant to the Original Agreement in violation favor of any Person relating to proceedings arising out of actions or omissions occurring in whole or in part prior to the effectiveness of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the Member.

Exculpation and Indemnification. In the event that the Sole Member, or any of its direct or indirect partners, directors, officers, stockholders, employees, agents, affiliates or controlling persons, including, without limitation, any Manager or Officer (a) Subject collectively, the “Indemnified Persons”, each, including such Member, an “Indemnified Person”), becomes involved, in any capacity, in any threatened, pending or completed, action, proceeding or investigation, in connection with any matter arising out of or relating to the provisions of Section 20(d)Company’s business or affairs, the Company will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, provided that such Indemnified Person shall indemnifypromptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, to proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, 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 by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (also will indemnify and hold harmless an “Indemnified Person”), from and Person against any and all losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, liabilitiescosts, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs expenses and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out disbursements of any action kind or inaction by such Indemnified Person or the Company nature whatsoever (collectively, the “Indemnifiable LossesCosts”), if to which such an Indemnified Person acted may become subject in good faith and connection with any matter arising out of or in a manner that such Indemnified Person reasonably believed to be in connection with the Company’s business or not opposed to the best interests of the Company and not in violation of this Agreementaffairs, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder except to the extent that any such actionCosts result solely from the willful misfeasance, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part or bad faith of such Indemnified Person. Indemnifiable Losses will be reasonably allocated If for any reason (other than the willful misfeasance, gross negligence, or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the Company amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the MemberCompany on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be limited to the Company’s assets, and no Member shall have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

Exculpation and Indemnification. Neither the Member nor any Officer, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Member (acollectively, the "Covered Persons") Subject shall be liable to the provisions of Section 20(d), Company or any other Person who has an interest in or claim against the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person 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 Covered Person by this Agreement, except that a Covered Person shall indemnifybe liable for any such loss, to damage or claim incurred by reason of such Covered Person's gross negligence or willful misconduct. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered 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 by reason of the fact that any act or omission performed or omitted by such Covered Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request in good faith on behalf of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to within the best interests scope of the Company and not in violation of authority conferred on such Covered Person by this Agreement, andexcept that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person's gross negligence or willful misconduct with respect to a criminal action such acts or proceeding, had no reasonable cause to believe such Person’s conduct was unlawfulomissions; provided, that any indemnity under this Section 15 by the Company shall have no obligation to indemnify or defend hereunder be provided out of and to the extent such of Company assets only, and the Member shall not have personal liability on account thereof. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding arises shall, from fraudtime to time, willful misconduct or gross negligence on be advanced by the part Company prior to the final disposition of such Indemnified Personclaim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 15. Indemnifiable Losses will A Covered Person shall be reasonably allocated fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the MemberCovered Person reasonably believes are within such other Person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid. To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement or any approval or authorization granted by the Company or any other Covered Person. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person. The foregoing provisions of this Section 15 shall survive any termination of this Agreement.

Exculpation and Indemnification. Neither the Member nor any Officer, Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Member (acollectively, the “Covered Persons”) Subject shall be liable to the provisions of Section 20(d), Company or any other Person who has an interest in or claim against the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person 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 Covered Person by this Agreement, except that a Covered Person shall indemnifybe liable for any such loss, to damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered 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 by reason of the fact that any act or omission performed or omitted by such Covered Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request in good faith on behalf of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to within the best interests scope of the Company and not in violation of authority conferred on such Covered Person by this Agreement, andexcept that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to a criminal action such acts or proceeding, had no reasonable cause to believe such Person’s conduct was unlawfulomissions; provided, that any indemnity under this Section 16 by the Company shall have no obligation to indemnify or defend hereunder be provided out of and to the extent such of Company assets only, and the Member shall not have personal liability on account thereof. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding arises shall, from fraudtime to time, willful misconduct or gross negligence on be advanced by the part Company prior to the final disposition of such Indemnified Personclaim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 16. Indemnifiable Losses will A Covered Person shall be reasonably allocated fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the MemberCovered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid. To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement or any approval or authorization granted by the Company or any other Covered Person. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person. The foregoing provisions of this Section 16 shall survive any termination of this Agreement.

Exculpation and Indemnification. If Buyer exercises rights of access under this Article VII or otherwise, or conducts examinations or inspections under this Section or otherwise, then (a) Subject to such access, examination and inspection shall be at Buyer’s sole risk, cost and expense and Buyer waives and releases all claims against Seller, its Affiliates, other working interest owners in the provisions Properties, Third-Party Operators, and the respective members, managers, directors, employees, officers, attorneys, contractors and agents of Section 20(d), all of the Company foregoing Persons (collectively the “Inspection Indemnitees”) arising in any way therefrom or in any way related thereto or arising in connection with the conduct of the Inspection Indemnitees and (b) Buyer shall indemnify, to defend and hold harmless the fullest extent permitted by law, 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 by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), Inspection Indemnitees from and against any and all claims, actions, suits, proceedings, causes of action liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and or expenses (including reasonable attorney’s and accountant’s feesincluding, without limitation, court costs costs, consultants’ and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoingattorneys’ fees) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action kind or inaction by such Indemnified Person or the Company character (collectively, “Indemnifiable LossesDamages”), if such Indemnified Person acted or Liens for labor or materials, arising out of or in good faith and in a manner that such Indemnified Person reasonably believed to be in any way connected with, Buyer or not opposed its representatives’, access to the best interests Properties or the Company Records, or any examination or inspection, of the Company and not in violation of this Agreement, and, with respect to a criminal action Properties or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such actionRecords. THE FOREGOING RELEASE AND INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH CLAIMS, suit or proceeding arises from fraudACTIONS, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the MemberCAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF (i) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXCLUDING THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF AN INSPECTION INDEMNITEE.

Exculpation and Indemnification. Neither the Member nor any director or officer thereof nor any Officer of the Company (aeach, a “Covered Person”) Subject shall be liable to the provisions of Section 20(d), Company or any person or entity who has an interest in the Company shall indemnifyfor any loss, to the fullest extent permitted by law, any Person who was damage 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 claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the fact that Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person is or was a Memberin accordance with this Agreement (which, Officer, director, controlling person, employee, legal representative or agent with respect to Officers of the Company, shall not extend beyond the termination of such individual’s employment with the Company), except that such Covered Person shall be liable for any such loss, damage or is claim incurred by reason of such Covered Person’s willful misconduct. To the full extent permitted by applicable law, each Covered Person shall be entitled to indemnification and advancement of fees and expenses from the Company for any loss, damage, claim, fee, expense or was serving at the request liability incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to within the best interests scope of the Company and not authority conferred on such Covered Person in violation of accordance with this Agreement, andexcept that a Covered Person shall not be entitled to be indemnified in respect of any loss, damage, claim, fee or expense incurred by such Covered Person by reason of willful misconduct with respect to a criminal action such acts or proceeding, had no reasonable cause to believe such Person’s conduct was unlawfulomissions; provided, however, that the Company any indemnity under this Section 19 shall have no obligation to indemnify or defend hereunder be provided out of and to the extent of Company assets only, and no Covered Person shall have personal liability on account thereof, and provided, further, that no indemnity or advancement of fees and expenses hereunder shall be made in respect of a claim by the party seeking such actionindemnity or advancement against the Company or the Member, suit other than a claim for enforcement of the indemnity or proceeding arises from fraud, willful misconduct advancement provisions of this Section 19. No amendment of this Section 19 shall be effective as to acts or gross negligence on events occurring or caused prior to the part date of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the Memberamendment.

Exculpation and Indemnification. (a) Subject to the provisions of Section 20(d), the Company shall indemnify, to the fullest extent permitted by law, 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 by reason of the fact that such Person is or was a Member, Special Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the Member.

Exculpation and Indemnification. (a) Subject to the provisions of Section 20(d), the Company shall indemnify, to the fullest extent permitted by law, 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 by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the Managing Member.

Exculpation and Indemnification. (a) Subject to the provisions No Member or officer or other authorized agent of Section 20(d), the Company shall indemnifybe liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such person 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 person by this Agreement, except that such person shall be liable for any such loss, damage or claim incurred by reason of such person’s willful misfeasance or bad faith. In the event that the Member, or any of its direct or indirect members, partners, directors, managing directors, officers, stockholders, employees, agents, affiliates or controlling persons, or any officer of the Company (collectively, the “Indemnified Persons,” and each an “Indemnified Person”), becomes involved, in any capacity, in any threatened, pending or completed, action, suit proceeding or investigation, in connection with any matter arising out of or relating to the Company’s business or affairs, to the fullest extent permitted by applicable law, any legal and other expenses (including the cost of any investigation and preparation) incurred by such Indemnified Person who was in connection therewith shall, from time to time, be advanced by the Company prior to the final disposition of such action, suit, proceeding or investigation upon receipt by the Company of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is a party or is threatened not entitled to be made a party to any threatened, pending or completed indemnified by the Company in connection with such action, suit proceeding or proceedinginvestigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (also will indemnify and hold harmless an “Indemnified Person”), from and Person against any and all losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, liabilitiescosts, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs expenses and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out disbursements of any action kind or inaction by such Indemnified Person or the Company nature whatsoever (collectively, “Indemnifiable LossesCosts”), if to which such an Indemnified Person acted may become subject in good faith and connection with any matter arising out of or in a manner that such Indemnified Person reasonably believed to be in connection with the Company’s business or not opposed to the best interests of the Company and not in violation of this Agreementaffairs, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder except to the extent that any such action, suit Costs result solely from the willful misfeasance or proceeding arises from fraud, willful misconduct or gross negligence on the part bad faith of such Indemnified Person. Indemnifiable Losses will be reasonably allocated If for any reason (other than the willful misfeasance or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the Company amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the MemberCompany on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section shall be limited to the Company’s assets, and no Member shall have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

Exculpation and Indemnification. (a) Subject to the provisions duties of officers set forth in Section 20(d2.02 and from time to time any employment agreement and restrictive covenants agreement with the Company (the “Specified Covenants”), the Company shall indemnify, to the fullest extent permitted by law, 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 by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent none of the Company’s or the Managing Member’s directors, officers, owners, employees, agents or is representatives shall have any liability, responsibility or was serving at accountability in damages or otherwise to the request of Managing Member or the Company as managerfor, directorand the Company agrees to indemnify, officerpay, partnerprotect and hold harmless the Managing Member and the Company’s respective directors, memberofficers, shareholderowners, controlling personmembers, employeeemployees, legal representative agents or agent of another limited liability companyrepresentatives (collectively, partnership, corporation, joint venture, trust or other enterprise (an the “Indemnified PersonParties”), ) from and against against, any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, penalties, actions, judgments, finessuits, penaltiesproceedings, amounts paid in settlementcosts, interestexpenses and disbursements of any kind or nature whatsoever (including, without limitation, all reasonable costs and expenses (including reasonable attorney’s of attorneys, defense, appeal and accountant’s feessettlement of any and all suits, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing actions or defending proceedings instituted or threatened against the foregoing) (including any such brought by Indemnified Parties or in the right of the Company) suffered and all costs of investigation in connection therewith which may be imposed on, incurred by, or incurred by such asserted against the Indemnified Person while serving in such capacity Parties or that otherwise the Company in any way relating to or arising out of, or alleged to relate to or arise out of of, any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of an Indemnified Party when acting on behalf of the Company, unless such liability, obligation, loss, damage, penalty or other amount (i) is as a result of an Indemnified Party not acting in good faith on behalf of the Company or arose as a result of the willful commission by such Indemnified Person. Indemnifiable Losses will be reasonably allocated Party of any act that is dishonest and materially injurious to the Company, or (ii) results from its contractual obligations under the Transaction Agreement or any Ancillary Agreement to be performed in a capacity other than as an Indemnified Party or results from a breach by such Indemnified Party of a Specified Covenant. Notwithstanding the foregoing or anything to the contrary herein, nothing herein or in any subsequent amendment, supplement or other modification hereto shall reduce the protections conferred upon or available to an Indemnified Party (including, without limitation, in respect of indemnification, exculpation or any other similar right or privilege) under the organizational documents of the Company by in effect at the Membertime of any applicable action or omission.

Exculpation and Indemnification. If Buyer exercises rights of access under this Section 6.1 or otherwise, or conducts examinations or inspections under this Section or otherwise, then (ai) Subject to such access, examination and inspection shall be at Buyer's sole risk, cost and expense and Buyer waives and releases all claims against Seller (and its partners and its and their affiliates and the provisions respective directors, officers, employees, attorneys, contractors and agents of Section 20(d)such parties) arising in any way therefrom or in any way connected therewith or arising in connection with the conduct of Seller’s directors, the Company officers, employees, attorneys, contractors and agents in connection therewith and (ii) Buyer shall indemnify, to defend and hold harmless Seller (and its partners and its and their affiliates and the fullest extent permitted by lawrespective officers, any Person who was or is a party or is threatened to be made a party to any threateneddirectors, pending or completed actionemployees, suit or proceedingattorneys, whether civil, criminal, administrative or investigative by reason contractors and agents of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), parties) from and against any and all claims, actions, suits, proceedings, causes of action liabilities, obligationsdamages, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and or expenses (including reasonable attorney’s and accountant’s feesincluding, without limitation, court costs and other out-of-pocket expenses actually and reasonably incurred in investigatingattorneys fees), preparing or defending the foregoing) (including any such brought by liens or in the right encumbrances for labor or materials, arising out of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by connected with such Indemnified Person or the Company matters. THE FOREGOING RELEASE AND INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF (collectivelyi) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, “Indemnifiable Losses”)SIMPLE NEGLIGENCE, if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this AgreementCONCURRENT NEGLIGENCE, andACTIVE OR PASSIVE NEGLIGENCE, with respect to a criminal action or proceedingBUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF ANY INDEMNIFIED PARTY, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the MemberOR (ii) STRICT LIABILITY.

Exculpation and Indemnification. (a) Subject to the provisions No Member, officer or other authorized agent of Section 20(d), the Company shall indemnifybe liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such person 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 person by this Agreement, except that such person shall be liable for any such loss, damage or claim incurred by reason of such person’s willful misfeasance or bad faith. In the event that the Member, or any of its direct or indirect members, partners, managers, directors, officers, stockholders, employees, agents, affiliates or controlling persons, or any officer of the Company (collectively, the “Indemnified Persons”; and each an “Indemnified Person”), becomes involved, in any capacity, in any threatened, pending or completed, action, suit proceeding or investigation, in connection with any matter arising out of or relating to the Company’s business or affairs, to the fullest extent permitted by applicable law, any legal and other expenses (including the cost of any investigation and preparation) incurred by such Indemnified Person who was in connection therewith shall, from time to time, be advanced by the Company prior to the final disposition of such action, suit, proceeding or investigation upon receipt by the Company of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is a party or is threatened not entitled to be made a party to any threatened, pending or completed indemnified by the Company in connection with such action, suit proceeding or proceedinginvestigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (also will indemnify and hold harmless an “Indemnified Person”), from and Person against any and all losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, liabilitiescosts, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs expenses and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out disbursements of any action kind or inaction by such Indemnified Person or the Company nature whatsoever (collectively, “Indemnifiable LossesCosts”), if to which such an Indemnified Person acted may become subject in good faith and connection with any matter arising out of or in a manner that such Indemnified Person reasonably believed to be in connection with the Company’s business or not opposed to the best interests of the Company and not in violation of this Agreementaffairs, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder except to the extent that any such action, suit Costs result solely from the willful misfeasance or proceeding arises from fraud, willful misconduct or gross negligence on the part bad faith of such Indemnified Person. Indemnifiable Losses will be reasonably allocated If for any reason (other than the willful misfeasance or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the Company amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the MemberCompany on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section shall be limited to the Company’s assets, and no Member shall have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

Exculpation and Indemnification. (a) Subject to the provisions Notwithstanding any other provision of Section 20(d)this Agreement, the Company shall indemnifywhether express or implied, to the fullest extent permitted by law, no Indemnitee shall be liable to the Company or any Person Member for any act or omission in relation to the Company or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. To the fullest extent permitted by law, as the same exists or hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), the Company shall indemnify any Indemnitee who was or is a party made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceedingproceeding (brought in the right of the Company or otherwise), whether civil, criminal, administrative administrative, arbitrative or investigative investigative, and whether formal or informal (hereinafter a “Proceeding”), including appeals, by reason of the fact that his, her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by Indemnitee in such Person is or was a Membercapacity, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from for and against any all loss and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs liability suffered and expenses (including reasonable attorney’s attorneys’ fees), judgments, fines and accountant’s fees, court costs and other out-of-pocket expenses actually and amounts paid in settlement reasonably incurred by such Indemnitee in investigatingconnection with such action, preparing suit or defending proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to the foregoingextent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Company shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (including any i) commenced by such brought Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the Managing Member, and (ii) by or in the right of the CompanyCompany only if the Managing Member has provided its prior written consent. The indemnification of an Indemnitee of the type identified in clause (e) suffered or incurred by of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnified Indemnitee is entitled from the relevant other Person while serving in (including any payment made to such capacity or that otherwise in Indemnitee under any way relate insurance policy issued to or arise out for the benefit of any action or inaction by such Indemnified Person or Indemnitee) (the Company (collectively, “Indemnifiable LossesPrimary Indemnification”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to will only be in or not opposed paid to the best interests extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self- insured retention amount under an insurance policy). No such Person shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company and not in violation of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the Memberany Indemnitee.

Exculpation and Indemnification. (a) Subject to the provisions of Section 20(d), the Company shall indemnify, to To the fullest extent permitted by law, any Person the Company will indemnify and hold harmless each of the Members, Officers, employees or other agents who was or is a party or is threatened to be made a party to any threatened, pending pending, or completed action, suit or proceeding, whether civil, criminal, administrative administrative, or investigative investigative, by reason of the fact that any act or omission or alleged act or omission arising out of such Person is or was Person’s activities as a Member, Officer, director, controlling person, employee, legal representative employee or other agent or otherwise on behalf of the Company if such activities were performed or omitted in good faith either on behalf of the Company or in furtherance of the interests of the Company, and were performed or is or was serving at omitted in a manner reasonably believed by such Person to be within the request scope of the Company as managerauthority conferred by this Agreement, directorby law or by the Managing Member, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgmentsor expenses for which such Person has not otherwise been reimbursed (including, fineswithout limitation, penaltiesattorneys and accountant fees and expenses, judgment fines and amounts paid in settlement), interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement, and, connection with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraudproceeding, so long as such Person was not guilty of gross negligence or willful misconduct with respect to such act or gross negligence on omission. Expenses, including attorneys’ fees and expenses, incurred by any such indemnified Person in defending a proceeding as to which it is entitled to indemnification hereunder (as reasonably determined by the part Managing Member) shall be paid by the Company periodically in advance of the final disposition of such proceeding, including any appeal therefrom, upon receipt of an undertaking by or on behalf of such indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified PersonPerson is not entitled to be indemnified by the Company. Indemnifiable Losses will be reasonably allocated Notwithstanding anything contained herein to the Company contrary, any indemnity by the MemberCompany relating to the matters covered in this Section 5.5 shall be provided and satisfied out of and to the extent of Company assets only. The right to indemnification and the advancement of expenses conferred in this Section 5.5 shall not be exclusive of any other right which any such Person may have or hereafter acquire under any agreement, law or otherwise. If this Section 5.5 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each such indemnified Person pursuant to this Section 5.5 to the fullest extent permitted by any applicable portion of this Section 5.5 that shall not have been invalidated.

Exculpation and Indemnification. (a) Subject to the provisions No Member or officer or other authorized agent of Section 20(d), the Company shall indemnifybe liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such person 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 person by this Agreement, except that such person shall be liable for any such loss, damage or claim incurred by reason of such person’s willful misfeasance or bad faith. In the event that the Member, or any of its direct or indirect members, partners, directors, managing directors, officers, stockholders, employees, agents, affiliates or controlling persons, or any officer of the Company (collectively, the “Indemnified Persons”; and each an “Indemnified Person”), becomes involved, in any capacity, in any threatened, pending or completed, action, suit proceeding or investigation, in connection with any matter arising out of or relating to the Company’s business or affairs, to the fullest extent permitted by applicable law, any legal and other expenses (including the cost of any investigation and preparation) incurred by such Indemnified Person who was in connection therewith shall, from time to time, be advanced by the Company prior to the final disposition of such action, suit, proceeding or investigation upon receipt by the Company of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is a party or is threatened not entitled to be made a party to any threatened, pending or completed indemnified by the Company in connection with such action, suit proceeding or proceedinginvestigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (also will indemnify and hold harmless an “Indemnified Person”), from and Person against any and all losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, liabilitiescosts, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs expenses and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out disbursements of any action kind or inaction by such Indemnified Person or the Company nature whatsoever (collectively, “Indemnifiable LossesCosts”), if to which such an Indemnified Person acted may become subject in good faith and connection with any matter arising out of or in a manner that such Indemnified Person reasonably believed to be in connection with the Company’s business or not opposed to the best interests of the Company and not in violation of this Agreementaffairs, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder except to the extent that any such action, suit Costs result solely from the willful misfeasance or proceeding arises from fraud, willful misconduct or gross negligence on the part bad faith of such Indemnified Person. Indemnifiable Losses will be reasonably allocated If for any reason (other than the willful misfeasance or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the Company amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the MemberCompany on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section shall be limited to the Company’s assets, and no Member shall have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

Exculpation and Indemnification. (a) Subject to the provisions of Section 20(d), the Company Employer shall indemnify, to the fullest extent permitted by law, 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 by reason defend and hold harmless Employee in his capacity as an officer of the fact that such Person is or was a MemberEmployer Group against any losses, Officerclaims, directordamages, controlling personliabilities, employee, legal representative or agent expenses (including all reasonable fees and expenses of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”counsel), judgments, fines, settlements and other amounts arising from and against any and all claims, demands, actions, suits, suits or proceedings, liabilitiesin which Employee may be involved or become subject to, obligationsin connection with any matter arising out of or in connection with the Employer Group’s business or affairs, lossesor this Agreement or any related document, damagesunless such loss, judgmentsclaim, finesdamage, penaltiesliability, amounts paid expense, judgment, fine, settlement or other amount is as a result of Employee not acting in settlementgood faith on behalf of the Employer Group or arose as a result of the willful commission by Employee of any act that is dishonest and materially injurious to the Employer Group or results from a breach by Employee of any of Specified Covenant. If Employee, interestin his capacity as an officer of the Employer Group, costs becomes involved in any capacity in any action, suit, proceeding or investigation in connection with any matter arising out of or in connection with the Employer Group’s business or affairs, or this Agreement or any related document, other than (x) by reason of any act or omission performed or omitted by Employee that was not in good faith on behalf of the Employer Group or constituted a willful commission by Employee of an act that is dishonest and expenses materially injurious to the Employer Group, or (including y) as a result of any breach by Employee of a Specified Covenant, Employer shall reimburse Employee for its reasonable attorney’s and accountant’s fees, court costs legal and other reasonable out-of-pocket expenses actually (including the cost of any investigation and reasonably preparation) as they are incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawfulconnection therewith; provided, that Employee shall promptly repay to Employer the Company amount of any such reimbursed expenses paid to it if it shall have no obligation be finally judicially determined that Employee was not entitled to indemnify indemnification by, or defend hereunder to the extent contribution from, Employer in connection with such action, suit suit, proceeding or proceeding arises from fraudinvestigation. If for any reason (other than the bad faith of Employee or the willful commission by Employee of an act that is dishonest and materially injurious to the Employer Group) the foregoing indemnification is unavailable to Employee, willful misconduct or gross negligence on insufficient to hold it harmless, then Employer shall contribute to the part amount paid or payable by Employee as a result of such Indemnified Personloss, claim, damage, liability, expense, judgment, fine, settlement or other amount in such proportion as is appropriate to reflect any relevant equitable considerations. Indemnifiable Losses will There shall be, and Employee shall be reasonably allocated to the Company by the Member.entitled to, a rebuttable presumption that Employee acted in

Exculpation and Indemnification. Neither the Member, Managers nor Officers (aeach an “Indemnified Party”) Subject shall be liable to the provisions of Section 20(d), Company or any other person or entity who has an interest in the Company for any loss, damage or claim (a “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, except that an Indemnified Party shall indemnifybe liable for any such Loss and Costs, to incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the fullest full extent permitted by applicable law, any Person who was or is a party or is threatened an Indemnified Party shall be entitled to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of indemnification from the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative for any Loss or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or Costs incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out Party by reason of any action act or inaction omission performed or omitted by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted Party in good faith on behalf of the Company and in a manner that such Indemnified Person reasonably believed to be in or not opposed to within the best interests scope of the Company and not in violation of authority conferred on such Indemnified Party by this Agreement, and, except that no Indemnified Party shall be entitled to be indemnified in respect of any Loss or Costs incurred by such Indemnified Party by reason of such Indemnified Party’s gross negligence or willful misconduct with respect to a criminal action such acts or proceeding, had no reasonable cause to believe such Person’s conduct was unlawfulomissions; provided, however, that the Company any indemnity under this Section 22 shall have no obligation to indemnify or defend hereunder be provided out of and to the extent of 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 action, suit or proceeding arises advances from fraud, willful misconduct or gross negligence on the part time to time; provided such statement provides reasonable documentary evidence of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company Costs and provides a written undertaking by the MemberIndemnified 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.

Exculpation and Indemnification. (a) Subject Neither the Member nor the Manager nor any Officer shall be liable to the provisions Company or any other person or entity who is bound by this Agreement for any loss, damage or claim incurred by reason of Section 20(d)any act or omission performed or omitted by such Member, Manager or Officer 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 Member, Manager or Officer by this Agreement, except that the Member, Manager or Officer shall indemnifybe liable for any such loss, to damage or claim incurred by reason of such Member’s, Manager’s or Officer’s gross negligence or willful misconduct. To the fullest full extent permitted by applicable law, the Member, the Manager and the Officers shall be entitled to indemnification from the Company for any Person who was loss, damage or is claim incurred by such Member, Manager or Officers by reason of any act or omission performed or omitted by such Member, Manager or Officers in good faith on behalf of the Company and in a party or is threatened manner reasonably believed to be made within the scope of the authority conferred on such Member, Manager or Officers by this Agreement, except that the Member, the Manager or any Officer shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Manager or Officer by reason of its gross negligence or willful misconduct with respect to such acts or omissions. Such indemnification shall survive the resignation, removal, or termination of any such Person as a party to Member, Manager or Officer of the Company or as such an affiliate regardless of any threatenedreason or basis therefor. As part of the right of indemnification under this Section 15, pending any expenses incurred in the defense, settlement, or completed disposition of any action, suit or proceeding, whether civil, criminal, administrative or investigative other proceeding and any appeal therefrom shall be paid from time to time by reason the Company in advance of the fact that such final disposition thereof upon receipt of an undertaking by the indemnified Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of to repay to the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, the amounts so paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, it is ultimately determined that the Company is not required to provide such an indemnity under this Section 15 or otherwise. Such advancement of expenses shall have no obligation to indemnify be made by the Company promptly following its receipt of a request therefor by the indemnified Person and of the foregoing undertaking. Any indemnity or defend hereunder advancement under this Section 15 shall be provided out of and to the extent such actionof Company assets only, suit or proceeding arises from fraud, willful misconduct or gross negligence and the Member shall not have personal liability on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the Memberaccount thereof.

Exculpation and Indemnification. (a) Subject to the provisions Notwithstanding any other provision of Section 20(d)this Agreement, the Company shall indemnifywhether express or implied, to the fullest extent permitted by law, no Indemnitee shall be liable to the Company or any Person Member for any act or omission in relation to the Company or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. To the fullest extent permitted by law, as the same exists or hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), the Company shall indemnify any Indemnitee who was or is a party made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceedingproceeding (brought in the right of the Company or otherwise), whether civil, criminal, administrative administrative, arbitrative or investigative investigative, and whether formal or informal, including appeals, by reason of the fact that his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by Indemnitee in such Person is or was a Membercapacity, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from for and against any all loss and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs liability suffered and expenses (including reasonable attorney’s attorneys’ fees), judgments, fines and accountant’s fees, court costs and other out-of-pocket expenses actually and amounts paid in settlement reasonably incurred by such Indemnitee in investigatingconnection with such action, preparing suit or defending proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to the foregoingextent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Company shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (including any i) commenced by such brought Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the Manager and (ii) by or in the right of the CompanyCompany only if the Manager has provided its prior written consent. The indemnification of an Indemnitee of the type identified in clause (d) suffered or incurred by of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnified Indemnitee is entitled from (x) the relevant other Person while serving in (including any payment made to such capacity or that otherwise in Indemnitee under any way relate insurance policy issued to or arise out for the benefit of any action or inaction by such Indemnified Person or Indemnitee), and (y) the Company relevant Fund (collectivelyif applicable) (including any payment made to such Indemnitee under any insurance policy issued to or for the benefit of such Fund or the Indemnitee) (clauses (x) and (y) together, the “Indemnifiable LossesPrimary Indemnification”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to will only be in or not opposed paid to the best interests extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person or Fund shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company and not in violation of this Agreementor any Indemnitee. “Fund” means any fund, and, with respect to a criminal action investment vehicle or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify account whose investments are managed or defend hereunder to the extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company advised by the MemberManager (if any) or its affiliates.

Exculpation and Indemnification. (a) Subject to the provisions Notwithstanding any other provision of Section 20(d)this Agreement, the Company shall indemnifywhether express or implied, to the fullest extent permitted by law, no Indemnitee shall be liable to the Partnership or any Person Partner for any act or omission in relation to the Partnership or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. To the fullest extent permitted by law, as the same exists or hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Partnership to provide broader indemnification rights than such law permitted the Partnership to provide prior to such amendment), the Partnership shall indemnify any Indemnitee who was or is a party made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceedingproceeding (brought in the right of the Partnership or otherwise), whether civil, criminal, administrative administrative, arbitrative or investigative investigative, and whether formal or informal, including appeals, by reason of the fact that his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by Indemnitee in such Person is or was a Membercapacity, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from for and against any all loss and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs liability suffered and expenses (including reasonable attorney’s attorneys’ fees), judgments, fines and accountant’s fees, court costs and other out-of-pocket expenses actually and amounts paid in settlement reasonably incurred by such Indemnitee in investigatingconnection with such action, preparing suit or defending proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to the foregoingextent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Partnership shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (including any i) commenced by such brought Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the General Partner and (ii) by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out Partnership only if the General Partner has provided its prior written consent. The indemnification of any action or inaction by such Indemnified Person or the Company (collectivelyIndemnitee shall, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent not in conflict with such actionpolicy, suit be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or proceeding arises from fraud, willful misconduct for the benefit of the Partnership or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the Memberany Indemnitee.

Exculpation and Indemnification. Neither the Member, Managers nor Officers (aeach an “Indemnified Party”) Subject shall be liable to the provisions of Section 20(d), Company or any other person or entity who has an interest in the Company for any loss, damage or claim (a “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, except that an Indemnified Party shall indemnifybe liable for any such Loss and Costs, to incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the fullest full extent permitted by applicable law, any Person who was or is a party or is threatened an Indemnified Party shall be entitled to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of indemnification from the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative for any Loss or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or Costs incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out Party by reason of any action act or inaction omission performed or omitted by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted Party in good faith on behalf of the Company and in a manner that such Indemnified Person reasonably believed to be in or not opposed to within the best interests scope of the Company and not in violation of authority conferred on such Indemnified Party by this Agreement, and, except that no Indemnified Party shall be entitled to be indemnified in respect of any Loss or Costs incurred by such Indemnified Party by reason of such Indemnified Party’s gross negligence or willful misconduct with respect to a criminal action such acts or proceeding, had no reasonable cause to believe such Person’s conduct was unlawfulomissions; provided, however, that the Company any indemnity under this Section 21 shall have no obligation to indemnify or defend hereunder be provided out of and to the extent of 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 action, suit or proceeding arises advances from fraud, willful misconduct or gross negligence on the part time to time; provided such statement provides reasonable documentary evidence of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company Costs and provides a written undertaking by the MemberIndemnified 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.

Exculpation and Indemnification. (a) Subject to the provisions Notwithstanding any other provision of Section 20(d)this Agreement, the Company shall indemnifywhether express or implied, to the fullest extent permitted by law, no Indemnitee shall be liable to the Company or any Person Member for any act or omission in relation to the Company or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee in good faith and in the reasonable belief that such act or omission was in the best interests of the Company. To the fullest extent permitted by law, as the same exists or hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), the Company shall indemnify any Indemnitee who was or is a party made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceedingproceeding (brought in the right of the Company or otherwise), whether civil, criminal, administrative administrative, arbitrative or investigative investigative, and whether formal or informal (hereinafter a “Proceeding”), including appeals, by reason of the fact that his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by an Indemnitee in such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”)capacity, from and against any all loss and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs liability suffered and expenses (including reasonable attorney’s attorneys’ fees), judgments, fines and accountant’s fees, court costs and other out-of-pocket expenses actually and amounts paid in settlement reasonably incurred by such Indemnitee in investigatingconnection with such action, preparing suit or defending proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to the foregoingextent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Company shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (including any i) commenced by such brought Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the Managing Member, and (ii) by or in the right of the CompanyCompany only if the Managing Member has provided its prior written consent. The indemnification of an Indemnitee of the type identified in clause (e) suffered or incurred by of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnified Indemnitee is entitled from the relevant other Person while serving in (including any payment made to such capacity or that otherwise in Indemnitee under any way relate insurance policy issued to or arise out for the benefit of any action or inaction by such Indemnified Person or Indemnitee) (the Company (collectively, “Indemnifiable LossesPrimary Indemnification”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to will only be in or not opposed paid to the best interests extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company or any Indemnitee. For the avoidance of doubt, this Agreement shall not affect the indemnification and not advancement of rights provided pursuant to the Existing Agreement in violation favor of any Person relating to proceedings arising out of actions or omissions occurring in whole or in part prior to the effectiveness of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the Member.

Exculpation and Indemnification. Each of the Covered Persons (aeach, an “Indemnitee”) Subject to the provisions of Section 20(d), the Company shall indemnifyshall, to the fullest extent permitted by lawthe Act or other applicable Law, be exculpated from, and indemnified by, the Company against any Person who was or is a party or is threatened to be made a party to any threatenedliability, pending or completed loss, damage, penalty, action, suit or proceedingclaim, whether civiljudgment, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interestcost or expense of any kind or nature whatsoever (including, without limitation, all reasonable attorneys’ fees, costs and expenses of defense, appeal and settlement of any proceedings instituted against such Indemnitee or the Company (including reasonable attorney’s or prior to the Effective Date, Xxxxx Group Holdings, LLC, as applicable) and accountant’s feesall costs of investigation in connection therewith) that relates to or arises out of, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way is alleged to relate to or arise out of of, any action or inaction by such Indemnified Person or on the part of the Company (or prior to the Effective Date, Xxxxx Group Holdings, LLC, as applicable) or such Indemnitee acting on behalf of the Company (or prior to the Effective Date, Xxxxx Group Holdings, LLC, as applicable) (collectively, “Indemnifiable Losses”), if other than acts or omissions involving fraud, willful misconduct, gross negligence or knowing violations of criminal law. The Company shall advance expenses incurred by such Indemnified Person acted Indemnitee upon the receipt by the Company of the signed statement of such Indemnitee agreeing to reimburse the Company for such advance in good faith and in a manner the event it is ultimately determined that such Indemnified Person reasonably believed Indemnitee is not entitled to be in indemnified by the Company for such expenses. No Indemnitee shall be liable (i) for the acts, receipts, neglects, defaults or not opposed to the best interests omissions of any other Indemnitee or agent of the Company (or prior to the Effective Date, Xxxxx Group Holdings, LLC, as applicable), (ii) for any loss on account of defect of title to any property of the Company (or prior to the Effective Date, Xxxxx Group Holdings, LLC, as applicable), (iii) on account of the insufficiency of any security in or upon which any money of the Company (or prior to the Effective Date, Xxxxx Group Holdings, LLC, as applicable) shall be invested or (iv) for any loss incurred through any bank, broker or other similar person. An Indemnitee that is a Manager shall not be denied exculpation and not indemnification, or the advancement of expenses, in violation whole or in part, under this Section 11.1 solely because such Indemnitee had an interest in the transaction with respect to which the exculpation, indemnification or advancement of expenses is related if the transaction was otherwise permitted by the terms of this Agreement. Notwithstanding the foregoing, and(A) the Xxxxx Parties shall remain liable for breaches of their representations, with respect to a criminal action warranties and covenants contained in the Initial Purchase Agreement, and nothing herein (including the execution of this Agreement) shall expand or proceedingreduce the Xxxxx Parties’ indemnification obligations under the Initial Purchase Agreement, had no reasonable cause to believe such Person(B) Trican shall remain liable for breaches of its representations, warranties and covenants contained in the Trican Purchase Agreement, and nothing herein shall affect Trican’s conduct was unlawful; providedindemnification obligations under the Trican Purchase Agreement and (C) Xxxxx Group Holdings, that LLC shall remain liable for breaches of its representations, warranties and covenants contained in the Company Trican Purchase Agreement, and nothing herein shall have no obligation to indemnify or defend hereunder to affect the extent such actionXxxxx Group Holdings, suit or proceeding arises from fraud, willful misconduct or gross negligence on LLC’s indemnification obligations under the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the MemberTrican Purchase Agreement.

Exculpation and Indemnification. In the event that the Sole Member, or any of its direct or indirect partners, directors, officers, stockholders, employees, agents, affiliates or controlling persons, including, without limitation, any Manager or Officer (a) Subject collectively, the “Indemnified Persons”, each, including such Member, an “Indemnified Person”), becomes involved, in any capacity, in any threatened, pending or completed, action, proceeding or investigation, in connection with any matter arising out of or relating to the provisions of Section 20(d)Company’s business or affairs, the Company will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, provided that such Indemnified Person shall indemnifypromptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, to proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, 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 by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (also will indemnify and hold harmless an “Indemnified Person”), from and Person against any and all losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, liabilitiescosts, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs expenses and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out disbursements of any action kind or inaction by such Indemnified Person or the Company nature whatsoever (collectively, the “Indemnifiable LossesCosts”), if to which such an Indemnified Person acted may become subject in good faith and connection with any matter arising out of or in a manner that such Indemnified Person reasonably believed to be in connection with the Company’s business or not opposed to the best interests of the Company and not in violation of this Agreementaffairs, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder except to the extent that any such actionCosts result solely from the willful misfeasance, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part or bad faith of such Indemnified Person. Indemnifiable Losses will be reasonably allocated If for any reason (other than the willful misfeasance, gross negligence, or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the Company amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the MemberCompany on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be limited to the Company’s assets, and no member shall have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

Exculpation and Indemnification. Neither the Member, Managers nor Officers (aeach an “i”) Subject shall be liable to the provisions of Section 20(d), Company or any other person or entity who has an interest in the Company for any loss, damage or claim (a “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, except that an Indemnified Party shall indemnifybe liable for any such Loss and Costs, to incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the fullest full extent permitted by applicable law, any Person who was or is a party or is threatened an Indemnified Party shall be entitled to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of indemnification from the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative for any Loss or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or Costs incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out Party by reason of any action act or inaction omission performed or omitted by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted Party in good faith on behalf of the Company and in a manner that such Indemnified Person reasonably believed to be in or not opposed to within the best interests scope of the Company and not in violation of authority conferred on such Indemnified Party by this Agreement, and, except that no Indemnified Party shall be entitled to be indemnified in respect of any Loss or Costs incurred by such Indemnified Party by reason of such Indemnified Party’s gross negligence or willful misconduct with respect to a criminal action such acts or proceeding, had no reasonable cause to believe such Person’s conduct was unlawfulomissions; provided, however, that the Company any indemnity under this Section 22 shall have no obligation to indemnify or defend hereunder be provided out of and to the extent of 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 action, suit or proceeding arises advances from fraud, willful misconduct or gross negligence on the part time to time; provided such statement provides reasonable documentary evidence of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company Costs and provides a written undertaking by the MemberIndemnified 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.

Exculpation and Indemnification. (a) Subject to the provisions Notwithstanding any other provision of Section 20(d)this Agreement, the Company shall indemnifywhether express or implied, to the fullest extent permitted by law, no Indemnitee shall be liable to the Company or any Person Member for any act or omission in relation to the Company or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. To the fullest extent permitted by law, as the same exists or hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), the Company shall indemnify any Indemnitee who was or is a party made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceedingproceeding (brought in the right of the Company or otherwise), whether civil, criminal, administrative administrative, arbitrative or investigative investigative, and whether formal or informal, including appeals, by reason of the fact that his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by Indemnitee in such Person is or was a Membercapacity, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from for and against any all loss and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs liability suffered and expenses (including reasonable attorney’s attorneys’ fees), judgments, fines and accountant’s fees, court costs and other out-of-pocket expenses actually and amounts paid in settlement reasonably incurred by such Indemnitee in investigatingconnection with such action, preparing suit or defending proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to the foregoingextent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Company shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (including any i) commenced by such brought Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the Managing Member and (ii) by or in the right of the CompanyCompany only if the Managing Member has provided its prior written consent. The indemnification of an Indemnitee of the type identified in clause (d) suffered or incurred by of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnified Indemnitee is entitled from (x) the relevant other Person while serving in (including any payment made to such capacity or that otherwise in Indemnitee under any way relate insurance policy issued to or arise out for the benefit of any action or inaction by such Indemnified Person or Indemnitee), and (y) the Company relevant Fund (collectivelyif applicable) (including any payment made to such Indemnitee under any insurance policy issued to or for the benefit of such Fund or the Indemnitee) (clauses (x) and (y) together, the “Indemnifiable LossesPrimary Indemnification”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to will only be in or not opposed paid to the best interests extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person or Fund shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company and not in violation of this Agreementor any Indemnitee. “Fund” means any fund, and, with respect to a criminal action investment vehicle or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify account whose investments are managed or defend hereunder to the extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company advised by the MemberManaging Member (if any) or its affiliates.

Exculpation and Indemnification. No Member, Manager, or Officer (a"Covered Person") Subject shall be liable to the provisions Company or any other person or entity who has an interest in the Company for any loss, damage or claim actually and reasonably incurred by reason of any act or omission performed or omitted by such Covered Person 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person's willful misconduct. To the full extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim actually and reasonably incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person 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 Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 20(d)17 shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof. To the extent a Covered Person is entitled to indemnification under this Section 17, the Company shall indemnify, to advance expenses actually and reasonably incurred by the fullest extent permitted by law, any Covered Person who was or is a party or is threatened to be made a party to in defending any threatened, pending pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason investigative, with regard to any act or omission subject to indemnification pursuant to this Section 17. For purposes of the fact that such Person is this Section 17, "willful misconduct" shall mean acts or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted omissions not in good faith and in or which involve intentional misconduct or a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in knowing violation of this Agreement, and, with respect to a criminal action law or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that any transaction from which the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the MemberCovered Person derived an improper personal benefit.

Exculpation and Indemnification. Neither the Member nor any officer or authorized agent of the Company (aeach an "Indemnified Person" and collectively the "Indemnified Persons") Subject shall be liable to the provisions Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of Section 20(d), any act or omission performed or omitted by such person 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 Person by this Agreement, except that such Indemnified Person shall indemnify, be liable to the fullest extent permitted of any such loss, damage or claim incurred solely by lawreason of the willful misfeasance or bad faith of such Indemnified Person. In the event that an Indemnified Person becomes involved, in any Person who was or is a party or is threatened to be made a party to capacity, in any threatened, pending or completed action, suit proceeding or proceeding, whether civil, criminal, administrative investigation in connection with any matter arising out of or investigative by reason of relating to the fact that such Person is business or was a Member, Officer, director, controlling person, employee, legal representative or agent affairs of the Company, to the fullest extent permitted by applicable law, any legal and other expenses (including the cost of any investigation and preparation) incurred by such Indemnified Person in connection therewith shall, from time to time, be advanced by the Company prior to the final disposition of such action, suit, proceeding or is investigation upon receipt by the Company of an undertaking by or was serving at the request on behalf of the Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, suit, proceeding or investigation as managerprovided in the exception contained in the next sentence. To the fullest extent permitted by law, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (the Company also shall indemnify and hold harmless an “Indemnified Person”), from and Person against any and all losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, liabilitiescosts, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s without limitation attorney fees and accountant’s fees, court costs expenses) and other out-of-pocket expenses actually and reasonably incurred disbursements of any kind or nature whatsoever (collectively "Costs") to which such Indemnified Person may become subject in investigating, preparing or defending the foregoing) (including connection with any such brought by matter arising out of or in connection with the right business or affairs of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder except to the extent that any such action, suit Costs result solely from the willful misfeasance or proceeding arises from fraud, willful misconduct or gross negligence on the part bad faith of such Indemnified Person. Indemnifiable Losses will be reasonably allocated If for any reason (other than the willful misfeasance or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to an Indemnified Person, or insufficient to hold him or her harmless, then the Company shall contribute to the Company amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the MemberCompany on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this paragraph shall be in addition to any liability that the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this paragraph shall be limited to the assets of the Company, and Member shall not have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

Exculpation and Indemnification. (a) Subject to To the provisions of Section 20(d), the Company shall indemnify, to the fullest full extent permitted by applicable law, any Person who was or is a party or is threatened to be made a party to any threatenedno Member, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason including the Managing Member and each officer and director of the fact that such Person is or was a Managing Member, Officer, director, controlling person, employee, legal representative or agent of shall be liable to the Company, or is to any other Members for any loss, damage or was serving at claim incurred by reason of any act or omission performed or omitted by such person in good faith in connection with the request formation of the Company as manageror on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member by this Agreement, directorexcept that such person shall be liable for any such loss, officerdamage or claim incurred by reason of such person’s gross negligence or willful misconduct. To the full extent permitted by applicable law, partnereach Member, memberincluding the Managing Member and each officer and director of the Managing Member, shareholdershall be entitled to indemnification from the Company for any loss, controlling person, employee, legal representative damage or agent claim incurred by such person by reason of another limited liability company, partnership, corporation, joint venture, trust any act or other enterprise (an “Indemnified Person”), from omission performed or omitted by such person in good faith on behalf of the Company and against any in a manner reasonably believed to be within the scope of the authority conferred on such person by this Agreement and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket for expenses actually and reasonably incurred in investigating, preparing connection with the defense of a civil or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraudin which such person is made a party by reason of having been a Member or Managing Member, or an officer or director of a Managing Member, except that no person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such person by reason of gross negligence or willful misconduct with respect to such acts or omissions or in respect of such expenses for any matter as to which such person is adjudged in the action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of duty; provided, however, that any indemnity obligation under this Section 13 shall be subordinate to all indebtedness owing under the Transaction Documents, no assets of any Trust (as defined in the Articles of Organization of the Company) shall be used to pay the indemnification obligations set forth in this Section 13, and no Member shall have personal liability on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the Memberaccount thereof.

Exculpation and Indemnification. (a) Subject to the provisions Notwithstanding any other provision of Section 20(d)this Agreement, the Company shall indemnifywhether express or implied, to the fullest extent permitted by law, no Partner nor any Person who was of such Partner’s representatives, agents or is a party or is threatened to be made a party to advisors nor any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling personofficer, employee, legal representative representative, agent or agent advisor of another limited liability companythe Partnership or any of its affiliates (individually, partnershipa “Covered Person” and collectively, corporationthe “Covered Persons”) shall be liable to the Partnership or any other Partner for any act or omission (in relation to the Partnership, joint venturethis Agreement, trust any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person (other enterprise than any act or omission constituting Cause (an “Indemnified Person”as defined above, and as applied to any Covered Person mutatis mutandis)), from unless there is a final and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other outnon-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any appealable judicial determination and/or determination of an arbitrator that such brought by or in the right of the Company) suffered or incurred by such Indemnified Covered Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted did not act in good faith and in a manner that what such Indemnified Covered Person reasonably believed to be in in, or not opposed to to, the best interests of the Company Partnership and not in violation of within the authority granted to such Covered Person by this Agreement, and, with respect to a any criminal action act or proceeding, had no reasonable cause to believe that such Covered Person’s conduct was unlawful; provided. Each Covered Person shall be entitled to rely in good faith on the advice of legal counsel to the Partnership, that accountants and other experts or professional advisors, and no action taken by any Covered Person in reliance on such advice shall in any event subject such person to any liability to any Partner or the Company Partnership. To the extent that, at law or in equity, a Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, to the fullest extent permitted by law, such Partner acting under this Agreement shall have no obligation not be liable to indemnify the Partnership or defend hereunder to any such other Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Partner otherwise existing at law or in equity, are agreed by the Partner, to the fullest extent permitted by law, to modify to that extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part other duties and liabilities of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the MemberPartner.

Exculpation and Indemnification. (a) Subject to In the provisions absence of Section 20(d)fraud, willful misconduct or gross negligence by the Company shall indemnify, to the fullest extent permitted by law, Member or 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 by reason of the fact that such Person is or was a Member, Officer, directoror their respective officers, controlling persondirectors, employeestockholders, legal representative or agent of the Companymembers, or is or was serving partners and other affiliates, and any other person who serves at the request of such Member or Officer on behalf of the Company as manageran officer, director, officer, partner, member, shareholder, controlling person, employee, legal representative employee or agent of another limited liability companyany other entity (collectively, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and provided such Indemnified Person shall have acted in good faith consistent with applicable law and the provisions of this Agreement, no Indemnified Person shall be liable to the Member or the Company in connection with any of the transactions contemplated by this Agreement or otherwise (i) for any mistake in judgment, (ii) for any action or inaction taken or omitted, or (iii) for any loss due to the mistake, action, inaction or negligence of any broker or other agent that is not an Indemnified Person or the dishonesty, fraud or bad faith of any broker or other agent selected and monitored in good faith and with reasonable care. To the fullest extent permitted by applicable law, the Company shall indemnify each Indemnified Person and hold such Indemnified Person harmless against any and all claimsloss, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing damage or defending the foregoing) (including any such brought by or in the right of the Company) suffered or claim incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out by reason of any action act or inaction omission performed or omitted by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith on behalf of the Company and in a manner that such Indemnified Person reasonably believed to be in or not opposed to within the best interests scope of the Company and not authority conferred on such Indemnified Person by this Agreement or otherwise, except that no Indemnified Person shall be entitled to be indemnified in violation respect of this Agreementany loss, and, with respect to a criminal action damage or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that claim incurred by the Company shall have no obligation to indemnify Member or defend hereunder to the extent such action, suit or proceeding arises from any Officer by reason of fraud, willful misconduct or gross negligence on the part with respect to such acts or omissions; provided that any indemnity under this Section 6.02 shall be provided out of such Indemnified Person. Indemnifiable Losses will be reasonably allocated and to the extent of Company by the Memberassets only, and no Member shall have personal liability on account thereof. The foregoing provisions of this Section 6.02 shall survive any termination of this Agreement.

Exculpation and Indemnification. In the event that the Members or any of their direct or indirect partners, directors, officers, stockholders, employees, agents, affiliates or controlling persons, including, without limitation, any Manager or Officer (a) Subject individually, an “Indemnified Person” and collectively, the “Indemnified Persons”), become involved, in any capacity, in any threatened, pending or completed, action, proceeding or investigation, in connection with any matter arising out of or relating to the provisions of Section 20(d)Company’s business or affairs, the Company will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, provided that such Indemnified Person shall indemnifypromptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, to proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, 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 by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (also will indemnify and hold harmless an “Indemnified Person”), from and Person against any and all losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, liabilitiescosts, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs expenses and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out disbursements of any action kind or inaction by such Indemnified Person or the Company nature whatsoever (collectively, “Indemnifiable LossesCosts”), if to which such an Indemnified Person acted may become subject in good faith and connection with any matter arising out of or in a manner that such Indemnified Person reasonably believed to be in connection with the Company’s business or not opposed to the best interests of the Company and not in violation of this Agreementaffairs, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder except to the extent that any such actionCosts result solely from the willful misfeasance, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part or bad faith of such Indemnified Person. Indemnifiable Losses will be reasonably allocated If for any reason (other than the willful misfeasance, gross negligence, or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the Company amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the MemberCompany on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be limited to the Company’s assets, and no Member shall have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

Exculpation and Indemnification. (a) Subject to the provisions of Section 20(d)The Company will defend, the Company shall indemnify, to the fullest extent permitted by law, protect and hold harmless 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 proceeding by reason of the fact that such Person (i) is or was a Member, OfficerManaging Member, officer, director, controlling person, employee, legal representative consultant or other agent or Affiliate of the Company or that, being or having been such a Member, Managing Member, officer, employee or agent or Affiliate of the Companysuch parties, or such Person is or was serving at the request of the Company as a manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative consultant or other agent of another limited liability company, corporation, partnership, corporation, joint venture, trust or other enterprise enterprise, or (ii) is or was an officer, director, member, employee, consultant or other agent or Affiliate of a Member, Managing Member or any of their respective Affiliates (all such Persons being referred to hereinafter as a “Indemnified Covered Person”), to the fullest extent permitted by applicable law in effect on the Effective Date and to such greater extent as applicable law may hereafter from time to time permit; provided, however, that any such Covered Person will not be entitled to indemnification hereunder if the loss or damage was the result of fraud, deceit, gross negligence, reckless or intentional misconduct or a knowing violation of law by such Covered Person. The foregoing defense, indemnification and against hold harmless obligation will extend to (x) any and all claimscost, actionsdamage, suitsdisbursement, proceedingsexpense, liabilitiesliability, obligationsloss, lossesdeficiency, damagesdiminution in value, judgmentsobligation, finespenalty or settlement of any kind or nature, whether foreseeable or unforeseeable, including interest or other carrying costs, penalties, and (y) legal, accounting and other professional fees and expenses reasonably incurred in the investigation, collection, prosecution and defense of claims and amounts paid in settlement, interestthat may be imposed on or otherwise incurred or suffered by the specified Person as a result of such threatened, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing pending or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such completed action, suit or proceeding arises from fraudwhich shall be paid by the Company when due (“Losses”); provided, willful misconduct or gross negligence on however, that such Covered Person may be required to repay such expenses if it is determined by agreement between such Covered Person and the part Company or, in the absence of such Indemnified Personan agreement, by a final judgment of a court of competent jurisdiction that such Covered Person is not entitled to be indemnified pursuant to this Section 7.2. Indemnifiable Losses The Managing Member will be reasonably allocated authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any Covered Person entitled to be indemnified by the Company hereunder, upon such terms and conditions as the Managing Member deems appropriate in its business judgment. The indemnification rights set forth herein will be in addition to, and will not be exclusive of, any other rights to which such Covered Person may be entitled by the Membercontract or otherwise under applicable law.

Exculpation and Indemnification. (a) Subject to the provisions of Section 20(d), the A. The Company shall indemnify, to the fullest extent permitted by law, 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 suit, proceeding or proceedinginvestigation, whether civil, criminal, administrative investigative or investigative by reason of the fact that such Person is administrative, and whether external or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of internal to the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative (other than an action or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such suit brought by or in the right of the Company) suffered ), by reason of the fact that such person is or was a Manager, Member, employee or trustee of the Company, or that, such person is or was an Affiliate of a Manager, Member, employee or trustee of the Company, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Indemnified Person while serving in connection with such capacity action, suit or that otherwise in proceeding, or any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”)appeal therein, if such Indemnified Person acted in good faith and in a manner that such Indemnified Person he, she, or it reasonably believed to be in or not opposed to the best interests of the Company, the liability or loss was not the result of negligence or misconduct by such Person and the indemnification is recoverable only out of the assets of the Company and not in violation of this Agreementfrom the Members, and, and with respect to a any criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such . The termination of any action, suit or proceeding arises whether 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 he, she or it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, that such Person had reasonable cause to believe that his, her or its conduct was unlawful. Notwithstanding anything to the contrary in Section 6.3A hereof, the Company shall not indemnify any Person for losses, liabilities or expenses arising from fraud, willful misconduct or gross negligence out of an alleged violation of federal or state securities law by such Person unless one or more of the following conditions are met: (i) there has been a successful adjudication on the part merits of each count involving alleged securities law violations as to such Indemnified Person. Indemnifiable Losses will , (ii) the claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to such Person, or (iii) a court of competent jurisdiction approves a settlement of the claims and finds that indemnification of the settlement and related costs should be reasonably allocated to made and the court considering the request has been advised of the position of the Securities and Exchange Commission and the published opinions of any state securities regulatory authority in which securities of the Company by the Memberwere offered or sold as to indemnification for violations of securities laws.

Exculpation and Indemnification. (a) Subject to In the provisions absence of Section 20(d)fraud, willful misconduct or gross negligence by the Company shall indemnify, to the fullest extent permitted by law, Member or 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 by reason of the fact that such Person is or was a Member, Officer, directoror their respective officers, controlling persondirectors, employeestockholders, legal representative or agent of the Companymembers, or is or was serving partners and other affiliates, and any other person who serves at the request of such Member or Officer on behalf of the Company as manageran officer, director, officer, partner, member, shareholder, controlling person, employee, legal representative employee or agent of another limited liability companyany other entity (collectively, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and provided such Indemnified Person shall have acted in good faith consistent with applicable law and the provisions of this Agreement, no Indemnified Person shall be liable to the Member or the Company in connection with any of the transactions contemplated by this Agreement (i) for any mistake in judgment, (ii) for any action or inaction taken or omitted, or (iii) for any loss due to the mistake, action, inaction or negligence of any broker or other agent that is not an Indemnified Person or the dishonesty, fraud or bad faith of any broker or other agent selected and monitored in good faith and with reasonable care. To the fullest extent permitted by applicable law, the Company shall indemnify each Indemnified Person and hold such Indemnified Person harmless against any and all claimsloss, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing damage or defending the foregoing) (including any such brought by or in the right of the Company) suffered or claim incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out by reason of any action act or inaction omission performed or omitted by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith on behalf of the Company and in a manner that such Indemnified Person reasonably believed to be in or not opposed to within the best interests scope of the Company and not in violation of authority conferred on such Indemnified Person by this Agreement, andexcept that no Indemnified Person shall be entitled to be indemnified in respect of any loss, with respect to a criminal action damage or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that claim incurred by the Company shall have no obligation to indemnify Member or defend hereunder to the extent such action, suit or proceeding arises from any Officer by reason of fraud, willful misconduct or gross negligence on the part with respect to such acts or omissions; provided that any indemnity under this Section 6.02 shall be provided out of such Indemnified Person. Indemnifiable Losses will be reasonably allocated and to the extent of Company by the Memberassets only, and no Member shall have personal liability on account thereof. The foregoing provisions of this Section 6.02 shall survive any termination of this Agreement.

Exculpation and Indemnification. a. No Member, Officer, Director, manager, employee or agent of the Company and no employee, representative, agent or Affiliate of the Member (acollectively, the "Covered Persons") Subject shall be liable to the provisions of Section 20(d), Company or any other Person who has an interest in or claim against the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person 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 Covered Person by this Agreement, except that a Covered Person shall indemnifybe liable for any such loss, to damage or claim incurred by reason of such Covered Person's gross negligence or willful misconduct. b. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered 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 by reason of the fact that any act or omission performed or omitted by such Covered Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request in good faith on behalf of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or not opposed claim incurred by such Covered Person by reason of such Covered Person's gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 20 shall be -------- ------- provided out of and to the best interests extent of Company assets only, and no Member shall have personal liability on account thereof; and provided further, that so long ---------------- as any Indebtedness is outstanding no indemnity payment from such funds of the Company and not (as distinct from funds from other sources, such as insurance) of any indemnity under this Section 20 shall be payable except out of funds available for payment of Company expenses as provided in violation of this Agreementthe Indenture. c. To the fullest extent permitted by applicable law, andexpenses (including legal fees) incurred by a Covered Person defending any claim, with respect to a criminal action or proceedingdemand, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises shall, from fraudtime to time, willful misconduct or gross negligence on be advanced by the part Company prior to the final disposition of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the MemberCovered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 20.

Exculpation and Indemnification. (a) Subject No Partner or other authorized agent of the Partnership shall be liable to the provisions Partnership, or any other person or entity who has an interest in the Partnership, for any loss, damage or claim incurred by reason of Section 20(dany act or omission performed or omitted by such person in good faith on behalf of the Partnership and in a manner reasonably believed to be within the scope of the authority conferred on such person by this Agreement, except that such person shall be liable for any such loss, damage or claim incurred by reason of such person’s willful misfeasance or bad faith. In the event that any Partner, or any of its direct or indirect partners, members, stockholders, other equity owners or controlling persons, or any directors, managing directors, managers, officers, employees, agents, trustees, incorporators, organizers, affiliates or controlling persons of any of the foregoing (collectively, the “Indemnified Persons”; and each an “Indemnified Person”), becomes involved, in any capacity in any threatened, pending or completed, action, suit proceeding or investigation, in connection with any matter arising out of or relating to the Company shall indemnifyPartnership’s business or affairs, to the fullest extent permitted by applicable law, any legal and other expenses (including the cost of any investigation and preparation) incurred by such Indemnified Person who was in connection therewith shall, from time to time, be advanced by the Partnership prior to the final disposition of such action, suit, proceeding or investigation upon receipt by the Partnership of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is a party or is threatened not entitled to be made a party to any threatened, pending or completed indemnified by the Partnership in connection with such action, suit proceeding or proceedinginvestigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, whether civil, criminal, administrative or investigative by reason of the fact that such Partnership also will indemnify and hold harmless an Indemnified Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, liabilitiescosts, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs expenses and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out disbursements of any action kind or inaction by such Indemnified Person or the Company nature whatsoever (collectively, “Indemnifiable LossesCosts”), if to which such an Indemnified Person acted may become subject in good faith and connection with any matter arising out of or in a manner that such Indemnified Person reasonably believed to be in connection with the Partnership’s business or not opposed to the best interests of the Company and not in violation of this Agreementaffairs, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder except to the extent that any such action, suit Costs result solely from the willful misfeasance or proceeding arises from fraud, willful misconduct or gross negligence on the part bad faith of such Indemnified Person. Indemnifiable Losses will be reasonably allocated If for any reason (other than the willful misfeasance or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Partnership shall contribute to the Company amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the MemberPartnership on the one hand and such Indemnified Person on the other hand but also the relative fault of the Partnership and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Partnership under this Section 19 shall be in addition to any liability which the Partnership may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Partnership and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Partnership under this Section 19 shall be limited to the Partnership’s assets, and no Partner shall have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

Exculpation and Indemnification. (a) Subject None of the Manager, the Members or the Officers (each, an “Indemnified Party”) shall be liable to the provisions of Section 20(d), Company or any other Person who has an interest in the Company for any loss, damage or claim (a “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, except that an Indemnified Party shall indemnifybe liable for any such Loss and Costs, to incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the fullest full extent permitted by applicable law, any Person who was or is a party or is threatened an Indemnified Party shall be entitled to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of indemnification from the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative for any Loss or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or Costs incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out Party by reason of any action act or inaction omission performed or omitted by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted Party in good faith on behalf of the Company and in a manner that such Indemnified Person reasonably believed to be in or not opposed to within the best interests scope of the Company and not in violation of authority conferred on such Indemnified Party by this Agreement, and, except that no Indemnified Party shall be entitled to be indemnified in respect of any Loss or Costs incurred by such Indemnified Party by reason of such Indemnified Party’s gross negligence or willful misconduct with respect to a criminal action such acts or proceeding, had no reasonable cause to believe such Person’s conduct was unlawfulomissions; provided, however, that the Company any indemnity under this Section 6.05 shall have no obligation to indemnify or defend hereunder 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 action, suit or proceeding arises advances from fraud, willful misconduct or gross negligence on the part to time; provided such statement provides reasonable documentary evidence of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company Costs and provides a written undertaking by the MemberIndemnified 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 conditions set forth in this Section 6.05.

Exculpation and Indemnification. (a) Subject to the provisions Notwithstanding any other provision of Section 20(d)this Agreement, the Company shall indemnifywhether express or implied, to the fullest extent permitted by law, no Indemnitee shall be liable to the Company or any Person Member for any act or omission in relation to the Company or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee in good faith and in the reasonable belief that such act or omission was in the best interests of the Company. To the fullest extent permitted by law, as the same exists or hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), the Company shall indemnify any Indemnitee who was or is a party made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceedingproceeding (brought in the right of the Company or otherwise), whether civil, criminal, administrative administrative, arbitrative or investigative investigative, and whether formal or informal (hereinafter a “Proceeding”), including appeals, by reason of the fact that his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by an Indemnitee in such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”)capacity, from and against any all loss and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs liability suffered and expenses (including reasonable attorney’s attorneys’ fees), judgments, fines and accountant’s fees, court costs and other out-of-pocket expenses actually and amounts paid in settlement reasonably incurred by such Indemnitee in investigatingconnection with such action, preparing suit or defending proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to the foregoingextent that, such Indemnitee’s conduct constituted fraud, bad faith, gross negligence or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Company shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (including any i) commenced by such brought Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the Managing Member, and (ii) by or in the right of the CompanyCompany only if the Managing Member has provided its prior written consent. The indemnification of an Indemnitee of the type identified in clause (e) suffered or incurred by of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnified Indemnitee is entitled from the relevant other Person while serving in (including any payment made to such capacity or that otherwise in Indemnitee under any way relate insurance policy issued to or arise out for the benefit of any action or inaction by such Indemnified Person or Indemnitee) (the Company (collectively, “Indemnifiable Losses“ Primary Indemnification”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to will only be in or not opposed paid to the best interests extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self -insured retention amount under an insurance policy). No such Person shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company or any Indemnitee. For the avoidance of doubt, this Agreement shall not affect the indemnification and not advancement of rights provided pursuant to the Existing Agreement in violation favor of any Person relating to proceedings arising out of actions or omissions occurring in whole or in part prior to the effectiveness of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the Member.

Exculpation and Indemnification. (a) Subject to In the provisions absence of Section 20(d), the Company shall indemnify, to the fullest extent permitted by law, 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 by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence by the Member (including its respective officers, directors, stockholders, partners and affiliates), member of the Board of Directors or officer of the Company, and any other person who serves at the request of the Member or such officer on behalf of the part Company as an officer, director, partner, employee or agent of any other entity) (collectively, an “Indemnified Person”); provided that such Indemnified Person. Indemnifiable Losses will Person shall have acted in good faith consistent with applicable law and the provisions of this Agreement, no Indemnified Person shall be reasonably allocated liable to any other Member or the Company in connection with any of the transactions contemplated by this Agreement (i) for any mistake in judgment, (ii) for any action or inaction taken or omitted, or (iii) for any loss due to the mistake, action, inaction or negligence of any agent that is not an Indemnified Person or the dishonesty, fraud or bad faith of any agent selected and monitored in good faith and with reasonable care. To the fullest extent permitted by applicable law, the Company shall indemnify such Indemnified Person and hold such Indemnified Person harmless against any loss, damage or claim incurred by such Indemnified Person by reason of any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the MemberCompany and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Person by this Agreement, except that no Indemnified Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or officer by reason of fraud, willful misconduct or gross negligence with respect to such acts or omissions; provided, however, that any indemnity under this Section 19 shall be provided out of and to the extent of Company assets only, and no Member shall have personal liability on account thereof. The foregoing provisions of this Section 19 shall survive any termination of this Agreement.

Exculpation and Indemnification. (a) Subject to the provisions Notwithstanding any other provision of Section 20(d)this Agreement, the Company shall indemnifywhether express or implied, to the fullest extent permitted by law, no Indemnitee shall be liable to the Company or any Person Member for any act or omission in relation to the Company or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. To the fullest extent permitted by law, as the same exists or hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), the Company shall indemnify any Indemnitee who was or is a party made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceedingproceeding (brought in the right of the Company or otherwise), whether civil, criminal, administrative administrative, arbitrative or investigative investigative, and whether formal or informal (hereinafter a “Proceeding”), including appeals, by reason of the fact that his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by Indemnitee in such Person is or was a Membercapacity, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from for and against any all loss and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs liability suffered and expenses (including reasonable attorney’s attorneys’ fees), judgments, fines and accountant’s fees, court costs and other out-of-pocket expenses actually and amounts paid in settlement reasonably incurred by such Indemnitee in investigatingconnection with such action, preparing suit or defending proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to the foregoingextent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Company shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (including any i) commenced by such brought Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the Managing Member, and (ii) by or in the right of the CompanyCompany only if the Managing Member has provided its prior written consent. The indemnification of an Indemnitee of the type identified in clause (e) suffered or incurred by of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnified Indemnitee is entitled from the relevant other Person while serving in (including any payment made to such capacity or that otherwise in Indemnitee under any way relate insurance policy issued to or arise out for the benefit of any action or inaction by such Indemnified Person or Indemnitee) (the Company (collectively, “Indemnifiable LossesPrimary Indemnification”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to will only be in or not opposed paid to the best interests extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company or any Indemnitee. For the avoidance of doubt, this Agreement shall not affect the indemnification and not advancement of rights provided pursuant to the Existing Agreement in violation favor of any Person relating to proceedings arising out of actions or omissions occurring in whole or in part prior to the effectiveness of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the Member.

Exculpation and Indemnification. None of the Member, any of its respective members, managers, employees, agents, officers, directors, any of their respective affiliates, consultants, employees or agents or any Manager, employee, agent, or officer or any of their respective affiliates, consultants, employees or agents (aeach an “Indemnified Party”) Subject shall be liable to the provisions of Section 20(d), Company or any other person or entity who has an interest in the Company for any loss, damage or claim 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, except that an Indemnified Party shall indemnifybe liable for any such loss, to damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the fullest full extent permitted by applicable law, any Person who was or is a party or is threatened an Indemnified Party shall be entitled to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of indemnification from the Company as managerfor any loss, director, officer, partner, member, shareholder, controlling person, employee, legal representative damage or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or claim incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out Party by reason of any action act or inaction omission performed or omitted by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted Party in good faith on behalf of the Company and in a manner that such Indemnified Person reasonably believed to be in or not opposed to within the best interests scope of the Company and not in violation of authority conferred on such Indemnified Party by this Agreement, andexcept 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 gross negligence or willful misconduct with respect to a criminal action such acts or proceeding, had no reasonable cause to believe such Person’s conduct was unlawfulomissions; provided, however, that any indemnity under this Section 19 shall be provided out of and to the extent of Company assets only, and the Member shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence personal liability on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the Memberaccount thereof.

Exculpation and Indemnification. (a) Subject Notwithstanding anything contained in this Settlement Agreement to the provisions of Section 20(d)contrary, the Company Parties, the UCC, the Bondholder Group and their respective directors, officers, employees, members, attorneys, actuaries, financial advisors, accountants, investment bankers, retained professionals, agents and representatives shall indemnifyneither have nor incur any liability to any person or entity for any acts taken or omitted to be taken during the Debtors’ Chapter 11 Cases in connection with, or related to the formulation, preparation, negotiation, dissemination, implementation, approval or administration of this Settlement Agreement or any contract, instrument, release or other agreement or document created or entered into in connection with this Settlement Agreement, or any other act taken or omitted to be taken during the Debtors’ Chapter 11 Cases in connection with or in contemplation of this Settlement Agreement; provided, however, that nothing set forth in this Settlement Agreement shall have any effect on the liability of any person or entity that results from any such act or omission that is determined in a final non-appealable order to have constituted gross negligence or willful misconduct, and, provided further, that each Party shall be entitled to rely upon the advice of counsel concerning his, her or its duties pursuant to, or in connection with, this Settlement Agreement. This exculpation provision also shall be included in any plan approved in the Debtors’ Chapter 11 Cases, to the fullest extent permitted by law. Additionally, the Retiree Committee and each of its members and any Person who was or is a party or is threatened to professionals retained by the Retiree Committee in their capacity as such shall be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or included in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith indemnity and in a manner that such Indemnified Person reasonably believed to be in or not opposed release provisions provided to the best interests of Debtors’ professionals contained in the Company and not in violation of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder Debtors’ chapter 11 plan to the fullest extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company permitted by the Memberlaw.

Exculpation and Indemnification. (a) Subject to the other applicable provisions of Section 20(d)this Article 8, the Indemnified Persons (as defined below) shall not be liable to the Company, any subsidiary of the Company, any Manager, any Member or any holder of any equity interest in any subsidiary of the Company, for any acts or omissions by any of the Indemnified Persons arising from the performance of their duties and obligations in connection with the Company, this Agreement or any investment made or held by the Company, including with respect to any acts or omissions made while serving at the request of the Company as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another person or entity or any employee benefit plan, except by reason of acts or omissions constituting fraud, willful misconduct or gross negligence. The Indemnified Persons shall indemnifybe indemnified by the Company, to the fullest extent permitted by law, 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 by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise against all expenses and liabilities (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, including judgments, fines, penalties, interest, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending settlement with the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests approval of the Company and not counsel fees and disbursements on a solicitor and client basis) arising from the performance of their any of their obligations in violation of connection with their service to the Company or this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that any investment made or held by the Company shall have no obligation to indemnify or defend hereunder to the extent such any of its subsidiaries, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding arises from to which any such person or entity may hereafter be made party by reason of being or having been a manager of the Company under Delaware law, a Manager or officer of the Company, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another person or entity or any employee benefit plan at the request of the Company, except by reason of acts or omissions constituting fraud, willful misconduct or gross negligence on negligence. Without limitation, the part foregoing indemnity shall extend to any liability of such any Indemnified Person. Indemnifiable Losses will be reasonably allocated , pursuant to a loan guaranty or otherwise, for any indebtedness of the Company by the Member.or any subsidiary

Exculpation and Indemnification. (a) Subject to the provisions No Manager or Member or other authorized agent of Section 20(d), the Company shall indemnifybe liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such person 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 person by this Agreement, except that such person shall be liable for any such loss, damage or claim incurred by reason of such person's willful misfeasance or bad faith. In the event that any Member, or any of its direct or indirect partners, directors, managing directors, officers, stockholders, employees, agents or Affiliates, or any Manager or Officer of the Company (collectively, the "Indemnified Persons"; and each an "Indemnified Person"), becomes involved, in any capacity, in any threatened, pending or completed, action, suit, proceeding or investigation, in connection with any matter arising out of or relating to the Company's business or affairs, to the fullest extent permitted by applicable law, any legal and other expenses (including the cost of any investigation and preparation) incurred by such Indemnified Person who was in connection therewith shall, from time to time, be advanced by the Company prior to the final disposition of such action, suit, proceeding or investigation upon receipt by the Company of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is a party or is threatened not entitled to be made a party to any threatened, pending or completed indemnified by the Company in connection with such action, suit suit, proceeding or proceedinginvestigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (also will indemnify and hold harmless an “Indemnified Person”), from and Person against any and all losses, claims, actions, suits, proceedingsdamages, liabilities, obligations, lossespenalties, damagesactions, judgments, finessuits, penaltiesproceedings , amounts paid in settlementcosts, interest, costs expenses and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out disbursements of any action kind or inaction by such Indemnified Person or the Company nature whatsoever (collectively, “Indemnifiable Losses”"Costs"), if to which such an Indemnified Person acted may become subject in good faith and connection with any matter arising out of or in a manner that such Indemnified Person reasonably believed to be in connection with the Company's business or not opposed to the best interests of the Company and not in violation of this Agreementaffairs, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder except to the extent that any such action, suit Costs result solely from the willful misfeasance or proceeding arises from fraud, willful misconduct or gross negligence on the part bad faith of such Indemnified Person. Indemnifiable Losses will be reasonably allocated If for any reason (other than the willful misfeasance or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the Company amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the MemberCompany on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section 13 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section 13 shall be limited to the Company's assets, and no Member shall have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

Exculpation and Indemnification. In the event that SOLE MEMBER, or any of its direct or indirect partners, directors, officers, stockholders, employees, agents, affiliates or controlling persons, including, without limitation, any Manager or Officer (a) Subject collectively, the "Indemnified Persons", each, including such member, an "Indemnified Person"), becomes involved, in any capacity, in any threatened, pending or completed, action, proceeding or investigation, in connection with any matter arising out of or relating to the provisions of Section 20(d)Company's business or affairs, the Company will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, provided that such Indemnified Person shall indemnifypromptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, to proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, 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 by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (also will indemnify and hold harmless an “Indemnified Person”), from and Person against any and all losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, liabilitiescosts, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs expenses and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out disbursements of any action kind or inaction by such Indemnified Person or the Company nature whatsoever (collectively, “Indemnifiable Losses”"Costs"), if to which such an Indemnified Person acted may become subject in good faith and connection with any matter arising out of or in a manner that such Indemnified Person reasonably believed to be in connection with the Company's business or not opposed to the best interests of the Company and not in violation of this Agreementaffairs, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder except to the extent that any such actionCosts result solely from the willful misfeasance, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part or bad faith of such Indemnified Person. Indemnifiable Losses will be reasonably allocated If for any reason (other than the willful misfeasance, gross negligence, or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the Company amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the MemberCompany on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section 9 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section 9 shall be limited to the Company's assets, and no member shall have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

Exculpation and Indemnification. (a) Subject to None of the provisions of Section 20(d)Members, the Company shall indemnifyAppointed Representatives, to the fullest extent permitted by law, Officers or 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 by reason of the fact that such Person is direct or was a Memberindirect partners, Officermanagers, directortrustees, shareholders, members, officers, directors, agents, attorneys, employees and controlling personpersons (if any) of the Members, employeeas the case may be (the “Indemnified Parties”) shall be liable, legal representative responsible or agent of accountable in damages or otherwise to the Company, any third party or is to any Member for (i) any act performed or was serving at omission reasonably believed, in good faith, by such Indemnified Party to be within the request scope of the authority conferred on the Indemnified Party by this Agreement or otherwise by the Board of Managers except for the gross negligence, fraud or willful misconduct of any Indemnified Party in carrying out its obligations hereunder, (ii) the Indemnified Party’s performance of, or failure to perform, any act in the reasonable reliance on advice of legal counsel to the Company or (iii) the negligence, dishonesty or bad faith of any agent, consultant or broker of the Company as managerselected, director, officer, partner, member, shareholder, controlling person, employee, legal representative engaged or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted retained in good faith and in a manner that with reasonable prudence. The Company shall defend, indemnify and hold harmless each Indemnified Party from any claim, loss, liability, damages, obligation, cause of action and expense (including reasonable attorneys fees) (“Claim”) sustained by such Indemnified Person (as defined below) by reason of any act reasonably believed by such Person to be in or not opposed to within the best interests scope of the Company and authority conferred on the Indemnified Party by this Agreement or otherwise by the Board of Managers except for the gross negligence, fraud or willful misconduct of any Indemnified Party in carrying out its obligations hereunder. The indemnities provided for in this Agreement shall not be construed to limit or diminish the coverage of any Indemnified Party under any insurance obtained by the Company. Payment shall not be a condition precedent to any indemnification provided in violation of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the Member.

Exculpation and Indemnification. None of the Manager, Members or officers of the Company or the Manager shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Manager, such Member or officer in good faith on behalf of the Company and in a manner believed to be within the scope of the authority conferred on the Manager, such Member or officer by this Agreement, except that (a) Subject to the foregoing provisions of this sentence shall be inapplicable in respect of any act or omission taken by the Manager in violation of Section 20(d)7(d) hereof and (b) the Manger, a Member or any such officer shall generally be liable for any loss, damage or claim incurred by reason of the Company shall indemnifyManager's, to such Member's or such officer's willful misconduct or gross negligence. To the fullest extent permitted by applicable law, the Manager, a Member or an officer of the Manager or the Company shall be entitled to indemnification from the Company (but only to the extent of the Company's assets, and no Member shall have any Person who was personal liability to contribute funds in respect of such indemnification) for any loss, damage or is a party claim incurred by the Manager, such Member or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative such officer by reason of any act or omission performed or omitted by the fact that Manager, such Person is Member or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request such officer in good faith on behalf of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to within the best interests scope of the Company authority conferred on the Manager, such Member or such officer by this Agreement, except that (i) WEM (and not no officer of WEM) shall be entitled to be indemnified in respect of any act or omission taken by WEM in violation of this AgreementSection 7(d) hereof and (ii) none of the Manager, andany Member or any officer of the Manager or a Member shall be entitled to be indemnified in respect of any loss, with respect to a criminal action damage or proceedingclaim incurred by the Manager, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify Member or defend hereunder to the extent such action, suit or proceeding arises from fraud, officer by reason of willful misconduct or gross negligence on the part of with respect to such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the Memberacts or omissions.

Exculpation and Indemnification. None of Kohlberg or any of its affiliates (aincluding Kohlberg affiliated funds) Subject or any of their respective principals, officers, directors, stockholders, agents or employees; any 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 serve as a director, officer, board observer, partner, trustee, fiduciary, manager, employee, consultant or advisor, or functional or foreign equivalent of the foregoing, to any of the Amendia Companies (each, an “Indemnified Party”) shall have any liability to the provisions of Section 20(d)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 Company foregoing each such Indemnified Party shall indemnify, be exculpated from liability to the Amendia Companies to the fullest extent permitted by under Delaware law. The Amendia Companies, any Person who was or is a party or is threatened jointly and severally, hereby agree to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “indemnify each Indemnified Person”), Party from and against any and all losses, liabilities, damages, deficiencies, demands, claims, actions, suitsjudgments or causes of action, proceedingsassessments, liabilitiescosts or expenses (including, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlementwithout limitation, interest, costs penalties and reasonable fees, expenses and disbursements of attorneys, experts, personnel and consultants incurred by the 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, or otherwise) based upon, arising out of, or in any way relating to (i) this Agreement, the Acquisition, any transaction to which any of the Amendia Companies is a party, or any other circumstances with respect to the Amendia Companies or (ii) operations of, or services provided by Kohlberg to the Amendia Companies from time to time (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including but not limited to any such brought by or in the right of the Company) suffered indemnification obligations assumed or incurred by such any Indemnified Person while serving in such capacity or that otherwise in any way relate Party to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests on behalf of the Company and not in violation Amendia Companies, or any of this Agreementtheir accountants or other representatives, and, with respect to a criminal action agents or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the Memberaffiliates).

Exculpation and Indemnification. Neither a Member nor any Officer, Manager. employee or agent of the Company nor any employee, representative, agent or Affiliate of a Member (acollectively, the “Covered Persons”) Subject shall be liable to the provisions of Section 20(d), Company or any other Person who has an interest in or claim against the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person 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 Covered Person by this Agreement, except that a Covered Person shall indemnifybe liable for any such loss, to damage or claim incurred by reason of such Covered Person's gross negligence or willful misconduct. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person 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 Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person's gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 10.1 by the Company shall be provided out of and to the extent of Company assets only, and a Member shall not have personal liability on account thereof. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person 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 the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 10.1. A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within such other Person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to a Member might properly be paid. To the extent that, at law or in equity, a Member has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Member, a Member acting under this Agreement shall not be liable to the Company or to any other Member for its good faith reliance on the provisions of this Agreement or any approval or authorization granted by the Company or any other Member. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Member otherwise existing at law or in equity, are agreed by each Member to replace such other duties and liabilities of such Member. The foregoing provisions of this Section 10.1 shall survive any termination of this Agreement. The Company, to the extent and in a manner permitted by the law of the Commonwealth of Puerto Rico as in effect from time to time, shall indemnify any Person (including the heirs, executors, administrators or estate of any such Person) (an “Indemnified Person”), provided out of and to the extent of Company assets only, and a Member shall not have personal liability on account thereof, who was or is made a party to or is threatened to be made a party to any threatened, . pending or completed action, suit or proceedingproceeding (including any appeal thereof), whether civil, criminal, administrative administrative, regulatory or investigative in nature, by reason of the fact that such Person person is or was a MemberManager, Officer, directorauthorized signatory, controlling person, employee, legal representative employee or agent of the Company, or is or was serving at the request of the Company as manager, directora Manager, officer, partnershareholder, member, shareholdermanager, controlling personpartner, employeetrustee, legal representative fiduciary, authorized signatory, employee or agent (a “Subsidiary Officer”) of another corporation, limited liability company, partnership, joint venture, trust, employee or agent of another corporation, limited liability company, partnership, joint venture, trust trust, employee benefit plan or other enterprise (an “Indemnified PersonAssociated Entity”), from against expenses (including attorneys' fees and against any and all claimsdisbursements), actions, suits, proceedings, liabilities, obligations, losses, damagescosts, judgments, fines, penalties, penalties and amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses settlement actually and reasonably incurred by such person in investigatingconnection with, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or and shall advance expenses incurred by such Indemnified Person while serving person in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests advance of the Company and not in violation of this Agreementfinal disposition of, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the Memberproceeding.

Exculpation and Indemnification. To the fullest extent permitted by law, none of the Member, any Officer, Manager or agent of the Company or any employee, officer, representative, agent or Affiliate of the Member or any Manager (aeach a “Covered Person” and collectively, the “Covered Persons”) Subject shall be liable to the Company or any other Person that is a party to, or is otherwise bound by, this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s bad faith, gross negligence or willful misconduct. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person 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 Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s bad faith, gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 by the Company shall be provided out of and to the extent of Company assets only, and neither the Member nor any Affiliate thereof shall have personal liability on account thereof. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person 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 the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 17. A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid. To the extent that, at law (whether common law or statutory) or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Person bound by this Agreement for its good faith reliance on the provisions of Section 20(d), this Agreement or any approval or authorization granted by the Company or any other Covered Person, except that a Covered Person shall indemnifynot be exculpated from any such liability incurred by reason of such Covered Person’s bad faith, gross negligence or willful misconduct. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person to the Company or its members otherwise existing at law (whether common law or statutory) or in equity, are agreed by the Member, to the fullest extent permitted by law, to replace such other duties and liabilities of such Covered Person. The foregoing provisions of this Section 17 shall survive 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 by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation termination of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the Member.

Exculpation and Indemnification. (a) Subject to the provisions of Section 20(d), the Company shall indemnify, to To the fullest extent permitted by lawthe Act and, to the extent required by the Act, the Company shall indemnify and hold harmless any Person person who was or is a party member, officer or is threatened manager of the Company from and against any and all liability, loss suffered and expenses (including counsel fees and disbursements), judgments, fines (including excise taxes assessed on a person with respect to an employee benefit plan), and amounts paid in settlement that may be made imposed upon or incurred by him in connection with, or as a party to result of, any threatened, pending pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not by or in the right of the Company), in which he is or may become involved, as a party, witness or otherwise, by reason of the fact that such Person he is or was a Membermember, Officerofficer or manager of the Company or, directorwhile a member, controlling person, employee, legal representative officer or agent manager of the Company, or is or was serving at the request of the Company as manageran officer, director, officerincorporator, employee, partner, member, shareholder, controlling person, employee, legal representative trustee or agent of another limited liability companycorporation, partnership, corporation, joint venture, trust or other enterprise (including an “Indemnified Person”employee benefit plan), from whether or not he continues to be such at the time such expenses and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, fines and amounts paid in settlementsettlement shall have been imposed or incurred. Notwithstanding the preceding sentence, interesthowever, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation not be required to indemnify such a person who is or defend hereunder to was a member, officer or manager in connection with an action, suit or proceeding (or part thereof initiated by such person unless the extent initiation of such action, suit or proceeding arises from fraud, willful misconduct (or gross negligence on the part of thereof) by such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company person was specifically authorized by the Member. The right of indemnification provided under this paragraph shall inure whether or not such expenses and judgments, fines and amounts paid in settlement are imposed or incurred based on matters which antedate the adoption of this Article 21. Such right of indemnification shall continue as to a person who has ceased to be a member, officer or manager of the Company, and shall inure to the benefit of the heirs and legal representatives of such a person.

Exculpation and Indemnification. (a) Subject to the provisions of Section 20(d), the The Company shall indemnify, to defend and hold harmless the fullest extent permitted by lawTrading Advisor and its affiliates and their respective directors, any Person who was or is a party or is threatened to be made a party to any threatenedofficers, pending or completed actionshareholders, suit or proceedingemployees and controlling persons (collectively, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Advisor Indemnified PersonParties”), ) from and against any and all losses, claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interestliabilities (joint and several), costs and expenses (including reasonable attorney’s including, without limitation, any investigatory, legal and accountant’s fees, court other costs and other out-of-pocket expenses actually and reasonably incurred in investigatingconnection with, preparing or defending the foregoingand any amounts paid in, any settlement) (including any such brought “Losses”) resulting from or relating to a demand, claim, lawsuit, action or proceeding (whether arising between the parties hereto or otherwise and whether initiated by or in the right one of the Companyparties hereto or otherwise) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate relating to or arise arising out of any of such person’s actions, inactions or capacities relating to the business or activities of the Company pursuant to this Agreement or otherwise relating to the Trading Advisor’s engagement hereunder or the provision of its services as contemplated hereby (including, without limitation, Losses relating to any give-up arrangement, including any reverse give-up, entered into by the Company); provided that the conduct of such Advisor Indemnified Party which was the subject of the demand, claim, lawsuit, action or inaction proceeding (i) did not (as determined by such Indemnified Person a court of competent jurisdiction) constitute gross negligence, willful misconduct or the Company a material breach of this Agreement and (collectively, “Indemnifiable Losses”), if such Indemnified Person acted ii) was not done in good faith and in a manner that such Indemnified Person person reasonably believed to be in or not opposed to the best interests of the Company Company. If and to the extent a court of competent jurisdiction determines that an Advisor Indemnified Party is not in violation of this Agreemententitled to indemnity hereunder, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation be entitled to indemnify or defend recover from such Advisor Indemnified Party any expenses paid by the Company to such Advisor Indemnified Party hereunder to the extent such actionin connection therewith. The termination of any demand, suit claim, lawsuit, action or proceeding arises from fraudby settlement shall not, willful misconduct in itself, create a presumption that the conduct in question was not undertaken in good faith and in a manner reasonably believed to be in, or gross negligence on not opposed to, the part best interests of such Indemnified Personthe Company. Indemnifiable Losses will be reasonably allocated to In no event shall the Company by Trading Advisor have any liability whatsoever for any actions of the MemberManager.

Exculpation and Indemnification. (a) Subject to the provisions of Section 20(d), the Company shall indemnify, to the fullest extent permitted by law, 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 by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent No officer of the Company, nor the Managing Member, its affiliates, or is their respective directors, officers, shareholders, employees, agents or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise representatives (each an “Indemnified PersonParty” and collectively, the “Indemnified Parties”), shall have any liability, responsibility or accountability in damages or otherwise to any Member or the Company for, and the Company agrees to indemnify, pay, protect and hold harmless such Indemnified Parties from and against against, any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, penalties, actions, judgments, finessuits, penaltiesproceedings, amounts paid in settlementcosts, interestexpenses and disbursements of any kind or nature whatsoever (including, without limitation, all reasonable costs and expenses (including reasonable attorney’s of attorneys, defense, appeal and accountant’s feessettlement of any and all suits, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing actions or defending proceedings instituted or threatened against the foregoing) (including any such brought by Indemnified Parties or in the right of the Company) suffered and all costs of investigation in connection therewith which may be imposed on, incurred by, or incurred by such asserted against the Indemnified Person while serving in such capacity Parties or that otherwise the Company in any way relating to or arising out of, or alleged to relate to or arise out of of, any action or inaction on the part of the Company, on the part of the Indemnified Parties when acting on behalf of the Company or on the part of any brokers or agents when acting on behalf of the Company; provided that the Company shall not be liable to such Indemnified Parties for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses or disbursements or any costs of investigation in connection therewith which result from such Indemnified Party’s or its affiliates’ fraud, gross negligence or willful misconduct or the payment to or receipt by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests Party of the Company and not benefits in violation of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the Member.

Exculpation and Indemnification. A. None of the Members, Executive Committee members or Officers (aeach an "Indemnified Party") Subject shall be liable to the provisions of Section 20(d), Company or any other Person that has an interest in the Company shall indemnifyfor any loss, damage or claim (a "Loss") or any expenses or costs associated with a Loss ("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 or applicable law. To the fullest extent permitted by applicable law, any Person who was or is a party or is threatened an Indemnified Party shall be entitled to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of indemnification from the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative for any Loss or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or Costs incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out Party by reason of any action act or inaction omission performed or omitted by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted Party in good faith on behalf of the Company and in a manner that such Indemnified Person reasonably believed to be in within the scope of the authority conferred on such Indemnified Party by this Agreement or not opposed applicable law, provided, however, any indemnity under this Section 5.11 shall be provided out of and to the best interests extent of the Company assets only, and not 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 violation of this Agreement, and, connection with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that any loss after receipt by the Company shall have no obligation from the Indemnified Party of a statement requesting such advances from time to indemnify or defend hereunder to the extent time, provided that such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part statement provides reasonable documentary evidence of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company Costs and provides a written undertaking by the MemberIndemnified Party to repay any and all advanced Costs in the event such Indemnified Party is ultimately determined not to be entitled to indemnification by the Company.

Exculpation and Indemnification. (a) Subject Neither the Member nor the Manager nor any Officer shall be liable to the provisions Company or any other person or entity who is bound by this Agreement for any loss, damage or claim incurred by reason of Section 20(d)any actor omission performed or omitted by such Member, Manager or Officer 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 Member, Manager or Officer by this Agreement, except that the Member, Manager or Officer shall indemnifybe liable for any such loss, to damage or claim incurred by reason of such Member’s, Manager’s or Officer’s gross negligence or willful misconduct. To the fullest full extent permitted by applicable law, the Member, the Manager and the Officers shall be entitled to indemnification from the Company for any Person who was loss, damage or is claim incurred by such Member, Manager or Officers by reason of any act or omission performed or omitted by such Member, Manager or Officers in good faith on behalf of the Company and in a party or is threatened manner reasonably believed to be made within the scope of the authority conferred on such Member, Manager or Officers by this Agreement, except that the Member, the Manager or any Officer shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Manager or Officer by reason of its gross negligence or willful misconduct with respect to such acts or omissions. Such indemnification shall survive the resignation, removal, or termination of any such Person as a party to Member, Manager or Officer of the Company or as such an affiliate regardless of any threatenedreason or basis therefor. As part of the right of indemnification under this Section 15, pending any expenses incurred in the defense, settlement, or completed disposition of any action, suit or proceeding, whether civil, criminal, administrative or investigative other proceeding and any appeal therefrom shall be paid from time to time by reason the Company in advance of the fact that such final disposition thereof upon receipt of an undertaking by the indemnified Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of to repay to the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, the amounts so paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, it is ultimately determined that the Company is not required to provide such an indemnity under this Section 15 or otherwise. Such advancement of expenses shall have no obligation to indemnify be made by the Company promptly following its receipt of a request therefor by the indemnified Person and of the foregoing undertaking. Any indemnity or defend hereunder advancement under this Section 15 shall be provided out of and to the extent such actionof Company assets only, suit or proceeding arises from fraud, willful misconduct or gross negligence and the Member shall not have personal liability on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the Memberaccount thereof.

Exculpation and Indemnification. (a) Subject to the provisions No Member or officer or other authorized agent of Section 20(d), the Company shall indemnifybe liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such person 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 person by this Agreement, except that such person shall be liable for any such loss, damage or claim incurred by reason of such person’s willful misfeasance or bad faith. In the event that the Member, or any of its direct or indirect members, partners, directors, managing directors, officers, stockholders, employees, agents, affiliates or controlling persons, or any officer of the Company (collectively, the “Indemnified Persons,” and each an “Indemnified Person”), becomes involved, in any capacity, in any threatened, pending or completed, action, suit proceeding or investigation, in connection with any matter arising out of or relating to the Company’s business or affairs, to the fullest extent permitted by applicable law, any legal and other expenses (including the cost of any investigation and reparation) incurred by such Indemnified Person who was in connection therewith shall, from time to time, be advanced by the Company prior to the final disposition of such action, suit, proceeding or investigation upon receipt by the Company of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is a party or is threatened not entitled to be made a party to any threatened, pending or completed indemnified by the Company in connection with such action, suit proceeding or proceedinginvestigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (also will indemnify and hold harmless an “Indemnified Person”), from and Person against any and all losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, liabilitiescosts, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs expenses and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out disbursements of any action kind or inaction by such Indemnified Person or the Company nature whatsoever (collectively, “Indemnifiable LossesCosts”), if to which such an Indemnified Person acted may become subject in good faith and connection with any matter arising out of or in a manner that such Indemnified Person reasonably believed to be in connection with the Company’s business or not opposed to the best interests of the Company and not in violation of this Agreementaffairs, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder except to the extent that any such action, suit Costs result solely from the willful misfeasance or proceeding arises from fraud, willful misconduct or gross negligence on the part bad faith of such Indemnified Person. Indemnifiable Losses will be reasonably allocated If for any reason (other than the willful misfeasance or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the Company amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the MemberCompany on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section shall be limited to the Company’s assets, and no Member shall have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

Exculpation and Indemnification. None of the Members, Managers or Officers (aeach an “Indemnified Party”) Subject shall be liable to the provisions LLC for any loss, damage or claim (a “Loss”) (or any expenses or costs associated therewith (“Costs”)) incurred by reason of Section 20(d)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, 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 Company shall indemnify, to the fullest full extent permitted by applicable law, any Person who was or is a party or is threatened an Indemnified Party shall be entitled to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of indemnification from the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative for any Loss or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or Costs incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out Party by reason of any action act or inaction omission performed or omitted by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted Party in good faith on behalf of the LLC and in a manner that such Indemnified Person reasonably believed to be in or not opposed to within the best interests scope of the Company and not in violation of authority conferred on such Indemnified Party by this Agreement, and, except that no Indemnified Party shall be entitled to be indemnified in respect of any Loss or Costs incurred by such Indemnified Party by reason of such Indemnified Party’s gross negligence or willful misconduct with respect to a criminal action such acts or proceeding, had no reasonable cause to believe such Person’s conduct was unlawfulomissions; provided, however, that the Company any indemnity under this Section 6.03 shall have no obligation to indemnify or defend hereunder be provided out of and to the extent of LLC 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 action, suit or proceeding arises advances from fraud, willful misconduct or gross negligence on the part to time; provided such statement provides reasonable documentary evidence of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company Costs and provides a written undertaking by the MemberIndemnified 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.

Exculpation and Indemnification. In the event that SOLE MEMBER, or any of its direct or indirect partners, directors, officers, stockholders, employees, agents, affiliates or controlling persons, including, without limitation, any Manager or Officer (a) Subject collectively, the "Indemnified Persons," each, including such member, an "Indemnified Person"), becomes involved, in any capacity, in any threatened, pending or completed, action, proceeding or investigation, in connection with any matter arising out of or relating to the provisions of Section 20(d)Company's business or affairs, the Company will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, provided that such Indemnified Person shall indemnifypromptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, to proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, 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 by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (also will indemnify and hold harmless an “Indemnified Person”), from and Person against any and all losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, liabilitiescosts, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs expenses and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out disbursements of any action kind or inaction by such Indemnified Person or the Company nature whatsoever (collectively, “Indemnifiable Losses”"Costs"), if to which such an Indemnified Person acted may become subject in good faith and connection with any matter arising out of or in a manner that such Indemnified Person reasonably believed to be in connection with the Company's business or not opposed to the best interests of the Company and not in violation of this Agreementaffairs, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder except to the extent that any such actionCosts result solely from the willful misfeasance, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part or bad faith of such Indemnified Person. Indemnifiable Losses will be reasonably allocated If for any reason (other than the willful misfeasance, gross negligence, or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the Company amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the MemberCompany on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section 9 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section 9 shall be limited to the Company's assets, and no member shall have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

Exculpation and Indemnification. Should the Branch be served or receive any process, summons, subpoena, order, injunction, execution, distraint, garnishment, xxxx, xxxx or other legal process relating to (aor appearing to relate to) Subject the Account, including, but not limited to, process served by the U.S. Secretary of Treasury or Attorney General pursuant to the provisions International Money Laundering Abatement and Anti-Terrorist Financing Act of Section 20(d2001, (hereinafter, collectively called "Process"), the Company shall indemnify, Branch may follow (and may rely absolutely on) the advice of its legal counsel as to the fullest extent permitted appropriate response to such Process, and will have no responsibility or liability for following such advice, even if such advice shall turn out to have been incorrect. The Branch may charge to any Account of the Depositor (whether or not it is the same Account with respect to which the Process relates) any expense, including attorneys' fees, incurred by lawthe Branch in responding to any Process in relation to any Account of the Depositor at the Branch, and the Depositor shall be liable for the payment of such expense. Accordingly, in the event of any such Process, the Branch may, in its sole discretion, freeze all or a portion of each Account of the Depositor to cover the Branch's expected expenses, in which case the Branch may, without any liability whatsoever, return checks drawn on the Account(s) or otherwise refuse to honor any withdrawal therefrom. In the event of any dispute relating to any Account of yours (whether initiated or threatened by you, by the Branch or by any third party), or in the event the Branch receives conflicting instructions, claims or demands relating to such Account, the Branch may take any action which it or its legal counsel considers advisable, including, without limitation "blocking," "freezing," or impounding any funds in such Account, placing such funds in a suspense account, or interpleading such funds; and all resulting costs and expenses of the Branch, including, without limitation, any Person who was attorneys' fees and costs incurred prior to or is a party at trial, on appeal or is threatened without litigation, shall be reimbursed by you to the Branch upon its demand (and you hereby authorize the Branch to debit any or all of your Accounts in such amounts). The Branch shall not be made a party liable to you for any threatenedfailure, pending delay, omission, interruption or completed actionerror with respect to the Branch's performance of any of its obligations under this Agreement or under any related Account opening documentation or Signature Card, suit if the same results from any cause beyond the Branch's control, including, without limitation, power failures, equipment malfunctions, suspensions of payment by other financial institutions, labor disputes, bank moratoriums, currency restrictions, trading suspensions, acts of God, wars, civil commotions, acts of terrorism, legal compulsion, negligence of other financial institutions and any other actions or proceedingrestrictions of any governmental, whether civilsupervisory or monetary authorities or other third parties. The Branch, criminalits head office, administrative or investigative by reason its affiliates and their respective directors, officers, employees, attorneys and agents (each of the fact that foregoing, including the Branch, being an "Exculpated Party") shall not at any time incur any liability to you (and you hereby expressly waive and release any and all claims and causes of action which you may at any time have against any Exculpated Party) in connection with any acts, omissions or circumstances at any time or times arising out of or relating to this Agreement, or the presentation, payment or dishonor of any item drawn on any Account of yours, or the acceptance of any item for deposit in any such Person is Account, or was a Memberany Process relating to (or appearing to relate to) you or any such Account, Officeror any other matter or transaction contemplated by this Agreement (other than any such acts or omissions amounting to gross negligence or willful misconduct on the part of such Exculpated Party). In addition, directorthe Branch, controlling personits head office, employeeits affiliates and their respective directors, legal representative or agent officers, employees, attorneys and agents (each of the Companyforegoing, or is or was serving including the Branch, being an "Indemnified Party") shall at all times be indemnified, reimbursed and held harmless by you (and, at the request of the Company as managerBranch, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), be defended by you) from and against any and all claims, actionsdemands, suits, proceedingscauses of action, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s without limitation any attorneys' fees, court costs and other out-of-pocket expenses actually and reasonably whether incurred in investigatingat trial, preparing on appeal or defending the foregoingwithout litigation) (including which may at any such brought by time or in the right of the Company) times be imposed upon, incurred or suffered by, or incurred by asserted against such Indemnified Person while serving Party in such capacity connection with any acts, omissions or that otherwise in any way relate to or arise circumstances arising out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed relating to be in or not opposed to the best interests of the Company and not in violation of this Agreement, andor any breach of this Agreement by you, with respect or the presentation, payment or dishonor of any item drawn on any account of yours, or the acceptance of any item for deposit in any such Account, or any Process relating to a criminal action (or proceedingappearing to relate to) you or any such Account, had no reasonable cause or any other matter or transaction contemplated by this Agreement (other than any such acts or omissions amounting to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify gross negligence or defend hereunder to the extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of any such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the MemberParty).

Exculpation and Indemnification. (a) Subject to the provisions Notwithstanding any other provision of Section 20(d)this Agreement, the Company shall indemnifywhether express or implied, to the fullest extent permitted by law, no Indemnitee shall be liable to the Company or any Person Member for any act or omission in relation to the Company or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. To the fullest extent permitted by law, as the same exists or hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), the Company shall indemnify any Indemnitee who was or is a party made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceedingproceeding (brought in the right of the Company or otherwise), whether civil, criminal, administrative administrative, arbitrative or investigative investigative, and whether formal or informal, including appeals, by reason of the fact that his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by Indemnitee in such Person is or was a Membercapacity, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from for and against any all loss and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs liability suffered and expenses (including reasonable attorney’s attorneys’ fees), judgments, fines and accountant’s fees, court costs and other out-of-pocket expenses actually and amounts paid in settlement reasonably incurred by such Indemnitee in investigatingconnection with such action, preparing suit or defending proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to the foregoingextent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c) hereof, the Company shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (including any i) commenced by such brought Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the Managing Member and (ii) by or in the right of the CompanyCompany only if the Managing Member has provided its prior written consent. The indemnification of an Indemnitee of the type identified in clause (d) suffered or incurred by of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnified Indemnitee is entitled from the relevant other Person while serving in (including any payment made to such capacity or that otherwise in Indemnitee under any way relate insurance policy issued to or arise out for the benefit of any action or inaction by such Indemnified Person or Indemnitee) (the Company (collectively, “Indemnifiable LossesPrimary Indemnification”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to will only be in or not opposed paid to the best interests extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company or any Indemnitee. For the avoidance of doubt, this Agreement shall not affect the indemnification and not advancement rights provided pursuant to the Original Agreement in violation favor of any Person relating to proceedings arising out of actions or omissions occurring in whole or in part prior to the effectiveness of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the Member.

Exculpation and Indemnification. (a) Subject to the provisions Notwithstanding any other provision of Section 20(d)this Agreement, the Company shall indemnifywhether express or implied, to the fullest extent permitted by law, no Indemnitee shall be liable to the Company or any Person Member for any act or omission in relation to the Company or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee in good faith and in the reasonable belief that such act or omission was in the best interests of the Company. To the fullest extent permitted by law, as the same exists or hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), the Company shall indemnify any Indemnitee who was or is a party made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceedingproceeding (brought in the right of the Company or otherwise), whether civil, criminal, administrative administrative, arbitrative or investigative investigative, and whether formal or informal (hereinafter a “Proceeding”), including appeals, by reason of the fact that his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by an Indemnitee in such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”)capacity, from and against any all loss and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs liability suffered and expenses (including reasonable attorney’s attorneys’ fees), judgments, fines and accountant’s fees, court costs and other out-of-pocket expenses actually and amounts paid in settlement reasonably incurred by such Indemnitee in investigatingconnection with such action, preparing suit or defending proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to the foregoingextent that, such Indemnitee’s conduct constituted fraud, bad faith, gross negligence or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Company shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (including any i) commenced by such brought Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the Managing Member, and (ii) by or in the right of the CompanyCompany only if the Managing Member has provided its prior written consent. The indemnification of an Indemnitee of the type identified in clause (e) suffered or incurred by of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnified Indemnitee is entitled from the relevant other Person while serving in (including any payment made to such capacity or that otherwise in Indemnitee under any way relate insurance policy issued to or arise out for the benefit of any action or inaction by such Indemnified Person or Indemnitee) (the Company (collectively, “Indemnifiable LossesPrimary Indemnification”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to will only be in or not opposed paid to the best interests extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company or any Indemnitee. For the avoidance of doubt, this Agreement shall not affect the indemnification and not advancement of rights provided pursuant to the Existing Agreement in violation favor of any Person relating to proceedings arising out of actions or omissions occurring in whole or in part prior to the effectiveness of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the Member.

Exculpation and Indemnification. (a) Subject to the provisions Notwithstanding any other provision of Section 20(d)this Agreement, the Company shall indemnifywhether express or implied, to the fullest extent permitted by law, no Indemnitee shall be liable to the Partnership or any Person Partner for any act or omission in relation to the Partnership or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. To the fullest extent permitted by law, as the same exists or hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Partnership to provide broader indemnification rights than such law permitted the Partnership to provide prior to such amendment), the Partnership shall indemnify any Indemnitee who was or is a party made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceedingproceeding (brought in the right of the Partnership or otherwise), whether civil, criminal, administrative administrative, arbitrative or investigative investigative, and whether formal or informal (hereinafter a “Proceeding”), including appeals, by reason of the fact that his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by Indemnitee in such Person is or was a Membercapacity, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from for and against any all loss and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs liability suffered and expenses (including reasonable attorney’s attorneys’ fees), judgments, fines and accountant’s fees, court costs and other out-of-pocket expenses actually and amounts paid in settlement reasonably incurred by such Indemnitee in investigatingconnection with such action, preparing suit or defending proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to the foregoingextent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 12.2.3, the Partnership shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (including any i) commenced by such brought Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the General Partner, and (ii) by or in the right of the CompanyPartnership only if the General Partner has provided its prior written consent. The indemnification of an Indemnitee of the type identified in clause (d) suffered or incurred by of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnified Indemnitee is entitled from the relevant other Person while serving in (including any payment made to such capacity or that otherwise in Indemnitee under any way relate insurance policy issued to or arise out for the benefit of any action or inaction by such Indemnified Person or Indemnitee) (the Company (collectively, “Indemnifiable LossesPrimary Indemnification”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to will only be in or not opposed to the best interests of the Company and not in violation of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder paid to the extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such actionPerson shall be entitled to contribution or indemnification from or subrogation against the Partnership. The indemnification of any other Indemnitee shall, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the Memberbenefit of the Partnership or any Indemnitee.

Exculpation and Indemnification. (a) Subject to the provisions Notwithstanding any other provision of Section 20(d)this Agreement, the Company shall indemnifywhether express or implied, to the fullest extent permitted by law, 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 by reason of the fact that such Person is or was a no Member, OfficerManager or Authorized Representative nor any of such Member’s, directorManager’s or Authorized Representative’s representatives, controlling person, employee, legal representative agents or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, advisors nor any partner, member, shareholder, controlling personofficer, employee, legal representative representative, agent or agent advisor of another limited liability companythe Company or any of its affiliates (individually, partnershipa “Covered Person” and collectively, corporationthe “Covered Persons”) shall be liable to the Company or any other Member, joint ventureManager or Authorized Representative for any act or omission (in relation to the Company, trust this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person (other enterprise than any act or omission constituting Cause (an “Indemnified Person”as defined in the Amended and Restated Agreement of Limited Partnership of the Member)), unless there is a final and non-appealable judicial determination and/or determination of an arbitrator that such Covered Person did not act in good faith and in what such Covered Person reasonably believed to be in, or not opposed to, the best interests of the Company and within the authority granted to such Covered Person by this Agreement, and, with respect to any criminal act or proceeding, had reasonable cause to believe that such Covered Person’s conduct was unlawful. Each Covered Person shall be entitled to rely in good faith on the advice of legal counsel to the Company, accountants and other experts or professional advisors, and no action taken by any Covered Person in reliance on such advice shall in any event subject such person to any liability to any Member, Manager or Authorized Representative or the Company. To the extent that, at law or in equity, a Member, Manager or Authorized Representative has duties (including fiduciary duties) and liabilities relating thereto to the Company or to another Member, Manager or Authorized Representative, to the fullest extent permitted by law, such Member, Manager or Authorized Representative acting under this Agreement shall not be liable to the Company or to any such other Member, Manager or Authorized Representative for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Member, Manager or Authorized Representative otherwise existing at law or in equity, are agreed by the Member, Manager or Authorized Representatives, to the fullest extent permitted by law, to modify to that extent such other duties and liabilities of such Member, Manager or Authorized Representative. To the fullest extent permitted by law, the Company shall indemnify and hold harmless (but only to the extent of the Company’s assets (including, without limitation, the remaining commitments of the Member to make capital contributions to the Company) each Covered Person from and against any and all claims, actions, suits, proceedings, liabilities, obligationsdamages, losses, damagescosts, judgmentsexpenses and liabilities (including, fines, penaltieswithout limitation, amounts paid in settlementsatisfaction of judgments, interestin compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing of investigating or defending against any claim or alleged claim), joint and several, of any nature whatsoever, known or unknown, liquidated or unliquidated (collectively, “Losses”), arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the foregoing) (including any Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of such brought by or in the right Covered Person’s management of the Company) suffered affairs of the Company or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way which relate to or arise out of or in connection with the Company, its property, its business or affairs (other than claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, arising out of any action act or inaction by omission of such Indemnified Covered Person constituting “Cause” (as defined above)); provided, that a Covered Person shall not be entitled to indemnification under this Section with respect to any claim, issue or the Company (collectively, “Indemnifiable Losses”), matter if there is a final and non-appealable judicial determination and/or determination of an arbitrator that such Indemnified Covered Person acted did not act in good faith and in a manner that what such Indemnified Covered Person reasonably believed to be in in, or not opposed to to, the best interests interest of the Company and not in violation of within the authority granted to such Covered Person by this Agreement, and, with respect to a any criminal action act or proceeding, had no reasonable cause to believe that such Covered Person’s conduct was unlawful; providedprovided further, that if such Covered Person is a Member or a withdrawn Member, such Covered Person shall bear its share of such Losses in accordance with such Covered Person’s profit sharing percentage in the Company shall have no obligation as of the time of the actions or omissions that gave rise to indemnify such Losses. To the fullest extent permitted by law, expenses (including legal fees) incurred by a Covered Person (including, without limitation, a Member, Manager or defend hereunder to the extent such Authorized Representative) in defending any claim, demand, action, suit or proceeding arises may, with the approval of a majority—in interest of the Members, from fraudtime to time, willful misconduct or gross negligence on be advanced by the part Company prior to the final disposition of such Indemnified claim, demand, action, suit or proceeding upon receipt by the Company of a written undertaking by or on behalf of the Covered Person to repay such amount to the extent that it shall be subsequently determined that the Covered Person is not entitled to be indemnified as authorized in this Section, and the Company and its affiliates shall have a continuing right of offset against such Covered Person’s interests/investments in the Company and such affiliates and shall have the right to withhold amounts otherwise distributable to such Covered Person to satisfy such repayment obligation. Indemnifiable Losses If a Member institutes litigation against a Covered Person which gives rise to an indemnity obligation hereunder, such Member shall be responsible, up to the amount of such Member’s interests and remaining capital contribution commitment, for such Member’s pro rata share of the Company’s expenses related to such indemnity obligation, as determined by a majority in interest of the Members. The Company may purchase insurance, to the extent available at reasonable cost, to cover losses, claims, damages or liabilities covered by the foregoing indemnification provisions. No Member, Manager or Authorized Representative will be reasonably allocated personally obligated with respect to the Company by the Member.indemnification pursuant to this Section 18. * * * * *

Exculpation and Indemnification. (a) Subject No Member or Officer shall be liable to the provisions of Section 20(d), Company or any other person or entity who has an interest in the Company shall indemnifyfor any loss, to the fullest extent permitted by law, any Person who was damage 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 claim incurred by reason of the fact that any act or omission performed or omitted by such Person is Member or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request Officer in good faith on behalf of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that a Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member's or Officer’s willful misconduct. To the full extent permitted by applicable law, a Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer by reason of any act or omission performed or omitted by such Member or Officer in or not opposed to the best interests good faith on behalf of the Company and not in violation a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, andexcept that no Member or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer by reason of willful misconduct with respect to a criminal action such acts or proceeding, had no reasonable cause to believe such Person’s conduct was unlawfulomissions; provided, however, that the Company any indemnity under this Section 17 shall have no obligation to indemnify or defend hereunder be provided out of and to the extent such actionof Company assets only, suit or proceeding arises from fraudand the Member shall not have personal liability on account thereof. To the extent, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated if at all, that Section 56-7-1 NXXX 0000, as amended, is applicable to the Company indemnity provisions set forth in this Agreenent, then any such agreement to indemnify will not extend to liability, claims, damages, losses or expenses, including attorney fees, arisng out of (i) the preparation or approval of maps, drawings, opinions, reports, surveys, change orders, designs or specifications by the Memberindemnitees, or the agents or employess of the indemnitees; or (ii) the giving of or the failure to give directions or instructions by the indemnitees, or the agents or employees of the indemnitees, where such giving or failure to give directions or instructions is the primary cause of bodily injury to persons or damage to property.

Exculpation and Indemnification. (a) Subject to the provisions No Member, officer or other authorized agent of Section 20(d), the Company shall indemnifybe liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such person 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 person by this Agreement, except that such person shall be liable for any such loss, damage or claim incurred by reason of such person’s willful misfeasance or bad faith. In the event that the Member, or any of its direct or indirect members, partners, directors, managing directors, officers, stockholders, employees, agents, affiliates or controlling persons, or any officer of the Company (collectively, the “Indemnified Persons”; and each an “Indemnified Person”), becomes involved, in any capacity, in any threatened, pending or completed, action, suit proceeding or investigation, in connection with any matter arising out of or relating to the Company’s business or affairs, to the fullest extent permitted by applicable law, any legal and other expenses (including the cost of any investigation and preparation) incurred by such Indemnified Person who was in connection therewith shall, from time to time, be advanced by the Company prior to the final disposition of such action, suit, proceeding or investigation upon receipt by the Company of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is a party or is threatened not entitled to be made a party to any threatened, pending or completed indemnified by the Company in connection with such action, suit proceeding or proceedinginvestigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (also will indemnify and hold harmless an “Indemnified Person”), from and Person against any and all losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, liabilitiescosts, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs expenses and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out disbursements of any action kind or inaction by such Indemnified Person or the Company nature whatsoever (collectively, “Indemnifiable LossesCosts”), if to which such an Indemnified Person acted may become subject in good faith and connection with any matter arising out of or in a manner that such Indemnified Person reasonably believed to be in connection with the Company’s business or not opposed to the best interests of the Company and not in violation of this Agreementaffairs, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder except to the extent that any such action, suit Costs result solely from the willful misfeasance or proceeding arises from fraud, willful misconduct or gross negligence on the part bad faith of such Indemnified Person. Indemnifiable Losses will be reasonably allocated If for any reason (other than the willful misfeasance or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the Company amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the MemberCompany on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section shall be limited to the Company’s assets, and no Member shall have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

Exculpation and Indemnification. (a) Subject The Company shall indemnify to the provisions of Section 20(d), the Company shall indemnify, to the fullest full extent permitted by law, law any Person who was person made 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 investigative, by reason of the fact that such Person person or such person’s testator or intestate is or was a Member, Officer, director, controlling person, employee, legal representative Member or agent Officer of the Company, Company or is serves or was serving served at the request of the Company any other enterprise as a manager, directorofficer or employee; provided, officerhowever, partner, member, shareholder, controlling person, employee, legal representative that such Member or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person Officer acted in good faith and in a manner that such Indemnified Person he or she reasonably believed to be in, or not opposed to, the interests of the Company and not unlawful. Expenses, including attorneys’ fees, incurred by any such person in defending any such action, suit or proceeding shall be paid or reimbursed by the Company promptly upon receipt by it of an undertaking of such person to repay such expenses if it shall ultimately be determined that such person is not entitled to be indemnified by the Company. The rights provided to any person by this Section 18 shall be enforceable against the Company by such person who shall be presumed to have relied upon it in serving or continuing to serve as a Member or Officer as provided above. No amendment of this Section 18 shall impair the rights of any person arising at any time with respect to events occurring prior to such amendment. For purposes of this Section 18, the term “Company” shall include any predecessor of the Company and any constituent company (including any constituent of a constituent) absorbed by the Company in a consolidation or merger; the term “other enterprise” shall include any limited liability company, corporation, partnership, joint venture, trust or employee benefit plan; service “at the request of the Company” shall include service as a Member or Officer of the Company which imposes duties on, or involves services by, such Member or Officer with respect to an employee benefit plan, its participants or beneficiaries; any excise taxes assessed on a person with respect to an employee benefit plan shall be deemed to be identifiable expenses; and action by a person with respect to an employee benefit plan which such person reasonably believes to be in the interest of the participants and beneficiaries of such plan shall be deemed to be action not opposed to the best interests of the Company and not in violation Company. The foregoing provisions of this Section 18 shall survive any termination of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the Member.

Exculpation and Indemnification. In the event that the Sole Member, or any of its direct or indirect partners, directors, officers, stockholders, employees, agents, affiliates or controlling persons, including, without limitation, any manager or Officer (a) Subject collectively, the “Indemnified Persons”, each, including such Member, an “Indemnified Person”), becomes involved, in any capacity, in any threatened, pending or completed, action, proceeding or investigation, in connection with any matter arising out of or relating to the provisions of Section 20(d)Company’s business or affairs, the Company will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, provided that such Indemnified Person shall indemnifypromptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, to proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, 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 by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (also will indemnify and hold harmless an “Indemnified Person”), from and Person against any and all losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, liabilitiescosts, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs expenses and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out disbursements of any action kind or inaction by such Indemnified Person or the Company nature whatsoever (collectively, the “Indemnifiable LossesCosts”), if to which such an Indemnified Person acted may become subject in good faith and connection with any matter arising out of or in a manner that such Indemnified Person reasonably believed to be in connection with the Company’s business or not opposed to the best interests of the Company and not in violation of this Agreementaffairs, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder except to the extent that any such actionCosts result solely from the willful misfeasance, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part or bad faith of such Indemnified Person. Indemnifiable Losses will be reasonably allocated If for any reason (other than the willful misfeasance, gross negligence, or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the Company amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the MemberCompany on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be limited to the Company’s assets, and no member shall have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

Exculpation and Indemnification. (a) Subject to the provisions of Section 20(d), the The Company shall indemnify, to the fullest extent permitted by law, will 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 proceeding by reason of the fact that such Person is or was a Member, OfficerDirector, directormanager, controlling personofficer, employee, legal representative employee or other agent of the CompanyCompany or that, being or having been such a Member, Director, manager, officer, employee or agent, such Person is or was serving at the request of the Company as a manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative employee or other agent of another limited liability company, corporation, partnership, corporation, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an “Indemnified Person”"Agent"), to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit, except in the case of such Person's actually proven fraud, deceit, gross negligence, reckless or intentional misconduct or a knowing violation of law. Notwithstanding the foregoing, no Person shall be entitled to any indemnification hereunder in respect of any such proceeding claiming breach by such Person of its obligations under this Agreement. The Company shall pay for or reimburse the reasonable expenses incurred by an Agent who is a party to a proceeding by virtue of his or her service as an Agent, in advance of a final disposition of the proceeding if such Agent submits to the Board a written request that includes an undertaking to refund such advanced amounts in the event such Agent is finally determined not to be entitled to indemnification hereunder, together with such security therefor as the Board may reasonably require. If a claim for indemnification or advancement of expenses hereunder is not paid in full within ninety (90) days after receipt by the Company of the written request therefor, the claimant shall be entitled to an adjudication by a court of competent jurisdiction of his or her entitlement to such indemnification or advancement of expenses. The Company shall, to the extent such claimant is successful in such action, and to the extent not prohibited by applicable law, indemnify such claimant against any and all claimsexpenses that are incurred thereby in connection with such adjudication. The Board will be authorized, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right on behalf of the Company) suffered or incurred , to enter into indemnity agreements from time to time with any Person entitled to be indemnified by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectivelyhereunder, “Indemnifiable Losses”), if upon such Indemnified Person acted terms and conditions as the Board deems appropriate in good faith and in a manner that such Indemnified Person reasonably believed to its business judgment. The indemnification rights set forth herein will be in addition to, and will not be exclusive of, any other rights to which such Person may be entitled by contract or not opposed to the best interests of the Company and not in violation of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the Memberotherwise under applicable law.

Exculpation and Indemnification. (a) Subject to the provisions No Member, officer or other authorized agent of Section 20(d), the Company shall indemnifybe liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such person 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 person by this Agreement, except that such person shall be liable for any such loss, damage or claim incurred by reason of such person’s willful misfeasance or bad faith. In the event that the Member, or any of its direct or indirect members, partners, managers, directors, officers, stockholders, employees, agents, affiliates or controlling persons, or any officer of the Company (collectively, the “Indemnified Persons”; and each an “Indemnified Person’’), becomes involved, in any capacity, in any threatened, pending or completed, action, suit proceeding or investigation, in connection with any matter arising out of or relating to the Company’s business or affairs, to the fullest extent permitted by applicable law, any legal and other expenses (including the cost of any investigation and preparation) incurred by such Indemnified Person who was in connection therewith shall, from time to time, be advanced by the Company prior to the final disposition of such action, suit, proceeding or investigation upon receipt by the Company of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is a party or is threatened not entitled to be made a party to any threatened, pending or completed indemnified by the Company in connection with such action, suit proceeding or proceedinginvestigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (also will indemnify and hold harmless an “Indemnified Person”), from and Person against any and all losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, liabilitiescosts, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs expenses and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out disbursements of any action kind or inaction by such Indemnified Person or the Company nature whatsoever (collectively, “Indemnifiable LossesCosts”), if to which such an Indemnified Person acted may become subject in good faith and connection with any matter arising out of or in a manner that such Indemnified Person reasonably believed to be in connection with the Company’s business or not opposed to the best interests of the Company and not in violation of this Agreementaffairs, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder except to the extent that any such action, suit Costs result solely from the willful misfeasance or proceeding arises from fraud, willful misconduct or gross negligence on the part bad faith of such Indemnified Person. Indemnifiable Losses will be reasonably allocated If for any reason (other than the willful misfeasance or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the Company amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the MemberCompany on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section shall be limited to the Company’s assets, and no Member shall have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

Exculpation and Indemnification. The Managers and Officers ------------------------------- of the Company and each Member and such Member's Affiliates (aas defined below), and the partners, officers, directors, employees and controlling persons (as such term is defined in the Securities Act of 1933, as amended, and the rules and regulations thereunder) Subject of each Member and such Member's Affiliates (collectively, the "Indemnified Persons") shall not be liable, directly or ------------------- indirectly, to the provisions of Section 20(d)Company, any other Member or any other person who has an interest in the Company shall indemnifyfor any act or omission (in relation to the Company or this Agreement) taken or omitted by such Indemnified Person in good faith, to provided, that such act or omission did not constitute gross negligence, fraud, -------- willful violation of the law or a violation of this Agreement or its bad faith. To the fullest extent permitted by applicable law, the Company shall indemnify and hold harmless each Indemnified Person against all claims, liabilities and expenses of whatever nature ("Claims") relating to activities undertaken in ------ connection with the Company, including, but not limited to, amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and as counsel fees and expenses reasonably incurred in connection with the investigation, defense or disposition of 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 other proceeding, whether civil, civil or criminal, before any court or administrative body in which such Indemnified Person may be or investigative by reason of the fact that such Person is may have been involved, as a party or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Companyotherwise, or is with which such Indemnified Person may be or was serving at the request of the Company may have been threatened, while acting as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “such Indemnified Person”); provided, from and further, that no indemnity shall be -------- ------- payable hereunder against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or liability incurred by such Indemnified Person while serving in such capacity by reason of gross negligence, fraud, a willful violation of the law or that otherwise in any way relate to its breach of this Agreement or arise out of any action or inaction by such its bad faith. No Indemnified Person shall settle or compromise any Claim without the Company (collectivelywritten consent, “Indemnifiable Losses”)which consent shall not be unreasonably withheld, if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the Member.all Members other than such

Exculpation and Indemnification. (a) Subject Neither the Member nor the Manager nor any Officer shall be liable to the provisions Company or any other person or entity who is bound by this Agreement for any loss, damage or claim incurred by reason of Section 20(d)any act or omission performed or omitted by such Member, Manager or Officer 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 Member, Manager or Officer by this Agreement, except that the Member, Manager or Officer shall indemnifybe liable for any such loss, to damage or claim incurred by reason of such Member’s, Manager’s or Officer’s gross negligence or willful misconduct. To the fullest full extent permitted by applicable law, the Member, the Manager and the Officers shall be entitled to indemnification from the Company for any Person who was loss, damage or is claim incurred by such Member, Manager or Officers by reason of any act or omission performed or omitted by such Member, Manager or Officers in good faith on behalf of the Company and in a party or is threatened manner reasonably believed to be made within the scope of the authority conferred on such Member, Manager or Officers by this Agreement, except that the Member, the Manager or any Officer shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Manager or Officer by reason of its gross negligence or willful misconduct with respect to such acts or omissions. Such indemnification shall survive the resignation, removal, or termination of any such Person as a party to Member, Manager or Officer of the Company or as such an affiliate regardless of any threatenedreason or basis therefor. As part of the right of indemnification under this Section 15, pending any expenses incurred in the defense, settlement, or completed disposition of any action, suit or proceeding, whether civil, criminal, administrative or investigative other proceeding and any appeal therefrom shall be paid from time to time by reason the Company in advance of the fact that such Person is final disposition thereof upon receipt of an undertaking by or was a Member, Officer, director, controlling person, employee, legal representative or agent on behalf of the Company, or is or was serving at the request of indemnified Person to repay to the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, the amounts so paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, it is ultimately determined that the Company is not required to provide such an indemnity under this Section 15 or otherwise. Such advancement of expenses shall have no obligation to indemnify be made by the Company promptly following its receipt of a request therefor by the indemnified Person and of the foregoing undertaking. Any indemnity or defend hereunder advancement under this Section 15 shall be provided out of and to the extent such actionof Company assets only, suit or proceeding arises from fraud, willful misconduct or gross negligence and the Member shall not have personal liability on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the Memberaccount thereof.

Exculpation and Indemnification. Neither the Agent nor any of the other Non-Recourse Parties (aas defined below) Subject shall have any liability (in tort, contract or otherwise) to the provisions Seller or any other person or entity for any and all losses, claims, damages or liabilities, or any actions or proceedings (whether commenced or threatened) in respect thereof and costs and expenses (including reasonable fees of Section 20(d)counsel) (collectively, “Claims”) arising out of or from any act or omission on the part of the Agent in connection with the performance by the Agent of its obligations and agreements hereunder or otherwise in connection with the Offering, the Company shall indemnifysale of the Seller Shares and the transactions contemplated hereby or thereby, except for any such Claims which are determined, in a final judgment by a court of competent jurisdiction, to have resulted from the fullest extent permitted by lawAgent’s gross negligence or willful misconduct in performing the services that are the subject of this Agreement. The Seller shall, any Person who was or is a party or is threatened to be made a party to any threatenedand it hereby agrees to, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of indemnify and hold harmless the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of Agent and the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), Non-Recourse Parties from and against any and all claimsClaims to which each such indemnified party may become subject, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, insofar as such Claims (including any amounts paid in settlement), interestor actions or proceedings in respect thereof, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction are based upon the performance by such Indemnified Person the Agent of its obligations and agreements hereunder or otherwise in connection with the Offering, the sale of the Seller Shares or the Company (collectivelytransactions contemplated hereby or thereby. “Non-Recourse Parties” means the Agent and any and all former, “Indemnifiable Losses”)current or future direct or indirect holders of any equity, if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in general or not opposed to the best interests limited partnership or limited liability company interests, controlling persons, incorporators, directors, officers, employees, agents, attorneys, members, managers, management companies, portfolio companies, general or limited partners, stockholders, representatives, assignees or affiliates of the Company Agent (including but not limited to its general partner and not in violation the members of this Agreementits general partner) and any and all former, andcurrent or future direct or indirect holders of any equity, with respect to a criminal action general or proceedinglimited partnership or limited liability company interests, had no reasonable cause to believe such Person’s conduct was unlawful; providedcontrolling persons, that incorporators, directors, officers, employees, agents, attorneys, members, managers, management companies, portfolio companies, general or limited partners, stockholders, representatives, assignees or affiliates of any of the Company shall have no obligation to indemnify foregoing, and any and all former, current or defend hereunder to future direct or indirect heirs, executors, administrators, trustees, representatives, successors, assigns or agents of any of the extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the Memberforegoing.

Exculpation and Indemnification. (a) Subject Except to the provisions of Section 20(d), the Company shall indemnify, to the fullest extent permitted otherwise required by applicable law, 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 by reason none of the fact that such Person is General Partner or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, any director, officer, partner, member, shareholder, controlling personAffiliate, employee, legal representative employee or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise any member of the General Partner (all of the foregoing persons and entities being referred to collectively as “Indemnified Parties” and individually as an “Indemnified PersonParty”) shall be liable to the Fund or any Partner for (i) any act or omission taken or suffered by such Indemnified Party or (ii) any losses due to the negligence of any employees, brokers or other agents of the Fund (whether or not such persons are directly employed by any Indemnified Party), from 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 maximum extent permitted by applicable law, each Indemnified Party shall be fully protected, indemnified and held harmless by the Fund against any and all liabilities, claims, actions, suits, proceedings, liabilities, obligations, losses, damages, damages and losses (including amounts paid in respect of judgments, fines, penaltiespenalties or settlement of litigation, amounts paid in settlement, interest, costs and legal fees and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigatingconnection with any pending or threatened litigation or proceeding) arising out of, preparing or defending the foregoing) (including any such brought by related to or in connection with the right of Fund’s business or affairs, unless the Company) suffered act or incurred omission giving rise to the claim for indemnification 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 Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person Party’s fraud, wilful misfeasance, negligence or the Company (collectivelyknowing material violation of applicable laws, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation material breach of this Agreement, andany fiduciary duty owed to the Fund by this Agreement, with respect or any fiduciary duty owed to a criminal action or proceeding, had no reasonable cause the Fund by the Indemnified Party. No Indemnified Party shall be entitled to believe such Person’s conduct was unlawful; provided, that indemnification by the Company shall have no obligation to indemnify or defend hereunder Fund to the extent that such loss arises in respect of any economic losses incurred by any Indemnified Party as a result of the ownership of Units in the Fund or the ownership of an interest in any assets, or in respect of any expenses of the Fund that the Indemnified Party has agreed to bear. The Fund may advance expenses, including legal fees and disbursements, 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 consult with outside legal counsel selected by the 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 arises 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 Party in 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 indemnification provided in this Section 6 following the termination 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, transaction or state of affairs shall be reduced by the amount of any insurance proceeds actually received and entitled to be retained by such Indemnified Party and by the amount 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 to the extent such proceeds or payment are on account of the same matter, transaction or state of affairs. Each Indemnified 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 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, willful misconduct wilful misfeasance or gross negligence negligence. To the extent that, at law or in equity, an Indemnified Party has duties (including fiduciary duties) and 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 part 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 PersonParty. Indemnifiable Losses Promptly after becoming aware of any matter that may give rise to a claim for indemnification hereunder, the General Partner will be reasonably allocated provide to the Company by Limited Partners written notice of such matter specifying (to the Memberextent 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 amount of the claim, if an estimate is feasible in the circumstances). The General Partner will keep the Limited Partners informed of the status of any claims on a regular basis. The General Partner shall hold the benefit of this Section for its own benefit and for the benefit of the Indemnified Parties. The indemnification obligations set forth in this Section 6 shall 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 benefit of the successors, permitted assigns, heirs and personal representatives of the Indemnified Parties.

Exculpation and Indemnification. (a) Subject to the provisions Notwithstanding any other provision of Section 20(d)this Agreement, the Company shall indemnifywhether express or implied, to the fullest extent permitted by law, no Indemnitee shall be liable to the Company or any Person Member for any act or omission in relation to the Company or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. To the fullest extent permitted by law, as the same exists or hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), the Company shall indemnify any Indemnitee who was or is a party made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceedingproceeding (brought in the right of the Company or otherwise), whether civil, criminal, administrative administrative, arbitrative or investigative investigative, and whether formal or informal (hereinafter a “Proceeding”), including appeals, by reason of the fact that his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by Indemnitee in such Person is or was a Membercapacity, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from for and against any all loss and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs liability suffered and expenses (including reasonable attorney’s attorneys’ fees), judgments, fines and accountant’s fees, court costs and other out-of-pocket expenses actually and amounts paid in settlement reasonably incurred by such Indemnitee in investigatingconnection with such action, preparing suit or defending proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to the foregoingextent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Company shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (including any i) commenced by such brought Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the OpCo Board, and (ii) by or in the right of the CompanyCompany only if the OpCo Board has provided its prior written consent. The indemnification of an Indemnitee of the type identified in clause (e) suffered or incurred by of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnified Indemnitee is entitled from the relevant other Person while serving in (including any payment made to such capacity or that otherwise in Indemnitee under any way relate insurance policy issued to or arise out for the benefit of any action or inaction by such Indemnified Person or Indemnitee) (the Company (collectively, “Indemnifiable LossesPrimary Indemnification”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to will only be in or not opposed paid to the best interests extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company and not in violation of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the Memberany Indemnitee.

Exculpation and Indemnification. (a) Neither (i) the General Partner, (ii) any Related Entity of such General Partner, nor (iii) any director, officer, manager, partner, shareholder, employee or agent of a General Partner or such Related Entity, acting on behalf of the Partnership or any Investment Entity in connection with any business or activity of the Partnership or any Investment Entity shall be liable to the [*] = redacted text Partnership or such Investment Entity or to any Partner for any loss arising out of or in connection with the management, operation or conduct of the Partnership's or such Investment Entity's business and affairs, except by reason of willful misconduct, fraud or gross negligence, a material breach of this Agreement or any other agreements contemplated hereunder or the payment to or receipt of benefits in violation of this Agreement or any other agreements contemplated hereunder; provided that the foregoing shall not apply to any Related Entity's actions in connection with providing services to the Partnership or to such Investment Entity pursuant to the Management Agreements or any other agreements between such Related Entity and the Partnership, which include indemnification provisions, the indemnification for which shall be as provided in the Management Agreements or such other agreements between such Related Entity and the Partnership. Subject to the provisions of Section 20(d)the immediately preceding sentence, the Company Partnership and/or such Investment Entity, as the case may be, shall indemnify, to the fullest extent permitted by lawindemnify and hold harmless each General Partner, any Person who was or is a party or is threatened to be made a party to any threatenedRelated Entity of them and their respective officers, pending or completed actionmanagers, suit or proceedingdirectors, whether civilshareholders, criminalagents, administrative or investigative by reason of the fact that such Person is or was a Memberemployees, Officersuccessors, directorheirs and personal representatives (each, controlling an "indemnified person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), ") from and against any and all claims, actions, suits, proceedings, liabilities, obligationscosts, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including including, without limitation, the expense of defending, investigating or preparing to defend any claim) or liabilities (including, but not limited to, reasonable attorney’s and accountant’s attorneys' fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred sustained by them by reason of any acts performed or omitted to be performed by the General Partner or its agents, employees or independent contractors or on behalf of the Partnership or such Indemnified Person while serving Investment Entity or in furtherance of the interest of the Partnership or such capacity Investment Entity, provided that the indemnified person's actions (or that otherwise failure to act) in respect of the matter on which the claim is based did not constitute willful misconduct, fraud, or gross negligence, a material breach of this Agreement or any way relate other agreements contemplated hereunder or the payment to or arise out receipt of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not benefits in violation of this AgreementAgreement or any other agreements contemplated hereunder. The obligation of the Partnership and/or such Investment Entity, andas the case may be, with respect to a criminal action or proceedingprovide such indemnification shall be satisfied solely from the assets of the Partnership and/or such Investment Entity, had no reasonable cause to believe such Person’s conduct was unlawful; providedas the case may be, and the Partnership Interests of the Partners. In the event that the Company shall have no obligation to indemnify or defend hereunder to the extent such any indemnified person becomes involved in any capacity in any suit, action, suit proceeding or proceeding arises from fraudinvestigation in connection with any matter arising out of or in connection with the Partnership's or such Investment Entity's operations or affairs, willful misconduct the Partnership or gross negligence on such Investment Entity, as the part case may be, will periodically reimburse such indemnified person for its reasonable legal and other expenses (including the cost of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the Memberany investigation and preparation) incurred in connection therewith.

Exculpation and Indemnification. (a) Subject To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable either to the provisions Corporation or to any stockholder for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions which are not in good faith or which involve intentional misconduct or knowing violation of law, (iii) for any matter in respect of which such director shall be liable under Section 20(d)174 of the DGCL or any amendment thereto or successor provision thereto, or (iv) for any transaction from which the Company director shall indemnifyhave derived an improper personal benefit. If the DGCL is amended to eliminate or further limit the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by lawthe DGCL. The Corporation may (by bylaw, resolution, agreement or otherwise) indemnify to the fullest extent permitted by law any Person who was person made or is a party or is threatened to be made a party to any threatened, pending or completed action, suit an action or proceeding, whether criminal, civil, criminal, administrative or investigative investigative, by reason of the fact that such Person he, she, his or her testator or intestate is or was a Member, Officer, director, controlling personofficer, employee, legal representative employee or agent of the CompanyCorporation or any predecessor to the Corporation or serves or served at any other enterprise as a director, officer, employee or is or was serving agent at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative Corporation or agent any predecessor to the Corporation. Neither amendment nor repeal of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending this Section 6 of Article VI nor the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out adoption of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation provision of this AgreementAmended and Restated Certificate of Incorporation inconsistent with this Section 6 of Article VI shall eliminate or reduce the effect of this paragraph in respect of any matter occurring, and, with respect to a criminal action or proceeding, had no reasonable any cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such of action, suit or proceeding arises from fraudclaim that, willful misconduct but for this Section 6 of Article VI, would accrue or gross negligence on the part arise, prior to such amendment, repeal or adoption of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the Memberan inconsistent provision.

Exculpation and Indemnification. In the event that the Sole Member, or any of its direct or indirect partners, directors, officers, stockholders, employees, agents, affiliates or controlling persons, including, without limitation, any Manager or Officer (a) Subject collectively, the “Indemnified Persons”, each, including such member, an “Indemnified Person”), becomes involved, in any capacity, in any threatened, pending or completed, action, proceeding or investigation, in connection with any matter arising out of or relating to the provisions of Section 20(d)Company’s business or affairs, the Company will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, provided that such Indemnified Person shall indemnifypromptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, to proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, 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 by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (also will indemnify and hold harmless an “Indemnified Person”), from and Person against any and all losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, liabilitiescosts, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs expenses and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out disbursements of any action kind or inaction by such Indemnified Person or the Company nature whatsoever (collectively, “Indemnifiable LossesCosts”), if to which such an Indemnified Person acted may become subject in good faith and connection with any matter arising out of or in a manner that such Indemnified Person reasonably believed to be in connection with the Company’s business or not opposed to the best interests of the Company and not in violation of this Agreementaffairs, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder except to the extent that any such actionCosts result solely from the willful misfeasance, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part or bad faith of such Indemnified Person. Indemnifiable Losses will be reasonably allocated If for any reason (other than the willful misfeasance, gross negligence, or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the Company amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the MemberCompany on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be limited to the Company’s assets, and no member shall have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

Exculpation and Indemnification. Neither the Shareholder, any Manager nor any officer of the Company (aeach, an “Indemnified Party”) Subject shall be liable to the provisions Company for any loss, damage or claim incurred by reason of Section 20(d), any act or omission performed or omitted by the 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 the Indemnified Party by this Agreement, except that the Indemnified Party shall indemnifybe liable for any such loss, to damage or claim incurred by reason of the Indemnified Party’s willful misconduct or gross negligence. To the fullest extent permitted by applicable law, the Indemnified Party shall be entitled to indemnification from the Company for any Person who was loss, damage 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 claim incurred by the Indemnified Party by reason of any act or omission performed or omitted by the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted Party in good faith on behalf ofthe Company and in a manner that such Indemnified Person reasonably believed to be in or not opposed to within the best interests scope of the Company and not in violation of this Agreementauthority conferred on the Indemnified Party, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, except that the Company Indemnified Party shall have no obligation not be entitled to indemnify be indemnified in respect of any loss, damage or defend hereunder to claim incurred by the extent such action, suit or proceeding arises from fraud, Indemnified Party by reason of willful misconduct or gross negligence on the part with respect to such acts or omissions; provided, however, that any indemnity under this Article IV shall be provided out of such Indemnified Person. Indemnifiable Losses will be reasonably allocated and to the extent of Company assets only, and the Shareholder shall not have any liability on account thereof Notwithstanding anything herein to the contrary, the indemnification afforded herein shall be subject to, and no broader than permitted by, the laws of Delaware and all laws applicable to WPP pic and its subsidiaries, including, without limitation, the Companies Xxx 0000 of England and Wales and all applicable limitations set forth therein, in the absence ofthe approval ofthe Shareholder. Received by the Member.NSD/FARA Registration Unit 03/02/2021 6:16:32 PM Received by NSD/FARA Registration Unit 03/02/2021 6:16:32 PM

Exculpation and Indemnification. (a) Subject to the provisions of Section 20(d), the The Company shall indemnify, to the fullest extent permitted by law, 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 suit, proceeding or proceedinginvestigation, whether civil, criminal, administrative investigative or investigative by reason of the fact that such Person is administrative, and whether external or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of internal to the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative (other than an action or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such suit brought by or in the right of the Company) suffered ), by reason of the fact that such person is or was a Manager, Member, employee or trustee of the Company, or that, such person is or was an Affiliate of the Manager (including any partner, member, officer, director, shareholder, agent, advisor, or legal representative of the Manager or its Affiliates), Member, employee or trustee of the Company, against expenses (including reasonable attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Indemnified Person while serving in connection with such capacity action, suit or that otherwise in proceeding, or any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”)appeal therein, if such Indemnified Person acted in good faith and in a manner that such Indemnified Person he, she, or it reasonably believed to be in or not opposed to the best interests of the Company Company, and not in violation of this Agreement, and, with respect to a any criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such . The termination of any action, suit or proceeding arises from fraudwhether by judgment, willful misconduct order, settlement, conviction, or gross negligence on upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the part of such Indemnified Person. Indemnifiable Losses will Person did not act in good faith and in a manner which he, she or it reasonably believed to be reasonably allocated in or not opposed to the Company by best interests of the MemberCompany, and, with respect to any criminal action or proceeding, that such Person had reasonable cause to believe that his, her or its conduct was unlawful.

Exculpation and Indemnification. Landlord shall not be liable to ------------------------------- Tenant for any loss, injury or other damage to any person or property (aincluding, but no limited to, Tenant or Tenant's property) Subject to in or about the provisions Premises or the Property from any cause (including, but no limited to: defects in the Property or in any equipment in the Property, fire, explosion or other casualty; bursting, rupture, leakage or overflow of Section 20(dany plumbing or other pipes or lines, sprinklers, tanks, drains, drinking fountains or washstand in, above, or about the Premises or the Property; or acts of other tenants in the Building), unless caused by Landlord's willful misconduct. Tenant hereby waives all claims against Landlord for such damage and the Company cost and expense of defending against claims relating to such damage, except that Landlord shall indemnify, to the fullest extent permitted by law, 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 by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), indemnify and hold Tenant harmless from and against any and all claims, actions, suits, proceedings, liabilities, obligations, lossesliability, damages, judgmentscosts or expenses, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s attorneys' fees and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending against the foregoing) same (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”"Claims"), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such actionthe same are caused by the willful or negligent acts or omissions of Landlord or its authorized representatives. In no event, suit however, shall Landlord be liable to Tenant for punitive or proceeding arises consequential damages or damages for loss of business by Tenant. Tenant shall indemnify and hold Landlord harmless from fraudand against any Claims arising from (a) the acts or omissions of Tenant or its Representatives or Visitors in or about the Property from and after the date hereof, willful misconduct or gross negligence (b) any construction or other work undertaken by Tenant on the part of Premises from and after the date hereof, or (c) from any breach or default under this Lease by Tenant from and after the date hereof, or (d) any accident, injury or damage, howsoever and by whosoever caused, to any person or property, occurring in or about the Premises during the Term; excepting only such Indemnified Person. Indemnifiable Losses will be reasonably allocated Claims to the Company extent they are caused by the Membernegligent or willful acts or omissions of Landlord or its authorized representatives. The obligations of the parties under this Section 11 shall survive the expiration or termination of this Lease.

Exculpation and Indemnification. (ag) Subject to the provisions of Section 20(d), the Company shall indemnify, to To the fullest extent permitted by lawapplicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit, the Company shall defend, indemnify and hold harmless each Covered Person from and against any and all Losses incurred or suffered by such Covered Person who was (whether as a result of any claim by any Member or is a any third party or is threatened otherwise) by reason of: (i) any act or omission or alleged act or omission performed or omitted to be made a party to performed on behalf of the Company or its Subsidiaries or any threatened, pending Member or completed action, suit otherwise in connection with the business of the Company or proceeding, whether civil, criminal, administrative or investigative by reason of its Subsidiaries; (ii) the fact that such Person he or she is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the CompanyCovered Person, or that such Covered Person is or was serving at the request of the Company as a manager, director, officer, member, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust parent or other enterprise Representative of any other Person; or (an “Indemnified Person”), from and against iii) any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing act or defending the foregoing) (including any such brought by omission or alleged act or omission arising out of or in connection with the right Company or its Subsidiaries or the businesses of the Company or its Subsidiaries, to the extent not reimbursed by insurance or other coverage, in each case, if: (A) such Covered Person acted or omitted to act in good faith and in the belief that such act or omission was in, or was not opposed to, the best interests of the Company and, with respect to any criminal proceeding, had no reason to believe his or her conduct was unlawful, (B) such Covered Person’s conduct did not constitute fraud, gross negligence or willful misconduct, and (C) if such Covered Person is a Member, such Member’s conduct did not constitute a willful breach or violation of this Agreement. In the event of any Change of Control, the Company or Class A Member(s) effecting such transaction shall ensure that the successor to the Company shall assume the Company’s indemnification obligations with respect to this Section 10.02 to the extent the form of such transaction requires such assumption (as in the case of a sale of assets). The obligations of the Company under this Section 10.02 shall be satisfied solely out of and to the extent of the Company) suffered or incurred by ’s assets, and no Covered Person shall have any personal liability on account thereof. There shall be, and each Covered Person shall be entitled to, a rebuttable presumption that such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Covered Person acted in good faith and in a manner that such Indemnified Person reasonably believed is otherwise entitled to be in or not opposed to the best interests indemnification under this Section 10.02(a) and advancement of the Company and not in violation of this Agreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the Memberexpenses under Section 10.02(b).

Exculpation and Indemnification. (a) Subject to the provisions Notwithstanding any other provision of Section 20(d)this Agreement, the Company shall indemnifywhether express or implied, to the fullest extent permitted by law, no Member nor any Person who was of such Member’s representatives, agents or is a party or is threatened to be made a party to advisors nor any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling personofficer, employee, legal representative representative, agent or agent advisor of another limited liability companythe Company or any of its affiliates (individually, partnershipa “Covered Person” and collectively, corporationthe “Covered Persons”) shall be liable to the Company or any other Member for any act or omission (in relation to the Company, joint venturethis Agreement, trust any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person (other enterprise than any act or omission constituting Cause (an “Indemnified Person”as defined above, and as applied to any Covered Person mutatis mutandis)), from unless there is a final and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other outnon-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any appealable judicial determination and/or determination of an arbitrator that such brought by or in the right of the Company) suffered or incurred by such Indemnified Covered Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted did not act in good faith and in a manner that what such Indemnified Covered Person reasonably believed to be in in, or not opposed to to, the best interests of the Company and not in violation of within the authority granted to such Covered Person by this Agreement, and, with respect to a any criminal action act or proceeding, had no reasonable cause to believe that such Covered Person’s conduct was unlawful; provided. Each Covered Person shall be entitled to rely in good faith on the advice of legal counsel to the Company, that accountants and other experts or professional advisors, and no action taken by any Covered Person in reliance on such advice shall in any event subject such person to any liability to any Member or the Company. To the extent that, at law or in equity, a Member has duties (including fiduciary duties) and liabilities relating thereto to the Company or to another Member, to the fullest extent permitted by law, such Member acting under this Agreement shall have no obligation not be liable to indemnify the Company or defend hereunder to any such other Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent such actionthat they expand or restrict the duties and liabilities of a Member otherwise existing at law or in equity, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company are agreed by the Member, to the fullest extent permitted by law, to modify to that extent such other duties and liabilities of such Member.

Exculpation and Indemnification. (a) Subject to the provisions of Section 20(d), the Company shall indemnify, to To the fullest extent permitted by applicable law, no Member, Officer, Independent Manager or Special Member shall be liable to the Company, or any Person other person or entity who was has an interest in the Company, for any loss, damage 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 claim incurred by reason of any act or omission performed or omitted by such Member, Officer, Independent Manager or Special Member in good faith on behalf of the fact Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Officer, Independent Manager or Special Member by this Agreement, except that such Person is or was a Member, Officer, directorIndependent Manager or Special Member shall be liable for any such loss, controlling persondamage or claim incurred by reason of such Member’s, employeeOfficer’s, legal representative Independent Manager’s or agent Special Member’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Officer, Independent Manager or Special Member shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Officer, Independent Manager or Special Member by reason of the Companyany act or omission performed or omitted by such Member, Officer, Independent Manager or is or was serving at the request Special Member in good faith on behalf of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be within the scope of the authority conferred on such Member, Officer, Independent Manager or Special Member by this Agreement, except that no Member, Officer, Independent Manager or Special Member shall be entitled to be indemnified in respect of any loss, damage or not opposed claim incurred by such Member, Officer, Independent Manager or Special Member by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 16 shall be provided out of and to the best interests extent of Company assets only, and no Member shall have personal liability on account thereof. Notwithstanding any provision hereof or of any other document governing the formation, management or operation of the Company to the contrary, the following shall govern: (a) any indemnification shall be fully subordinated to any obligations respecting the Property (including, without limitation, the First Mortgage (as defined in Section 21)) and (b) such indemnification shall not in violation of this Agreement, and, with respect to constitute a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that claim against the Company shall have no obligation in the event that cash flow is insufficient to indemnify or defend hereunder to the extent pay such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company by the Memberobligations.

Exculpation and Indemnification. In the event that Toll Grove LP, or any of its direct or indirect partners, directors, officers, stockholders, employees, agents, affiliates or controlling persons, including, without limitation, any Manager or Officer (a) Subject collectively, the "Indemnified Persons", each, including such Member, an "Indemnified Person"), becomes involved, in any capacity, in any threatened, pending or completed, action, proceeding or investigation, in connection with any matter arising out of or relating to the provisions of Section 20(d)Company's business or affairs, the Company will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, provided that such Indemnified Person shall indemnifypromptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, to proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, 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 by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (also will indemnify and hold harmless an “Indemnified Person”), from and Person against any and all losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, liabilitiescosts, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs expenses and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out disbursements of any action kind or inaction by such Indemnified Person or the Company nature whatsoever (collectively, “Indemnifiable Losses”"Costs"), if to which such an Indemnified Person acted may become subject in good faith and connection with any matter arising out of or in a manner that such Indemnified Person reasonably believed to be in connection with the Company's business or not opposed to the best interests of the Company and not in violation of this Agreementaffairs, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder except to the extent that any such actionCosts result solely from the willful misfeasance, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part or bad faith of such Indemnified Person. Indemnifiable Losses will be reasonably allocated If for any reason (other than the willful misfeasance, gross negligence, or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the Company amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the MemberCompany on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section 9 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section 9 shall be limited to the Company's assets, and no Member shall have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

Exculpation and Indemnification. (a) Subject to the provisions No Manager, Member or Officer or other authorized agent of Section 20(d), the Company shall indemnifybe liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such person 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 person by this Agreement, except that such person shall be liable for any such loss, damage or claim incurred by reason of such person’s willful misfeasance or bad faith. In the event that any Member, or any of its direct or indirect partners, members, stockholders, other equity owners or controlling persons, or any directors, managing directors, managers (including any Manager), officers (including any Officer), employees, agents, trustees, incorporators, organizers, affiliates or controlling persons of any of the foregoing (collectively, the “Indemnified Persons”; and each an “Indemnified Person”), becomes involved, in any capacity, in any threatened, pending or completed, action, suit proceeding or investigation, in connection with any matter arising out of or relating to the Company’s business or affairs, to the fullest extent permitted by applicable law, any legal and other expenses (including the cost of any investigation and preparation) incurred by such Indemnified Person who was in connection therewith shall, from time to time, be advanced by the Company prior to the final disposition of such action, suit, proceeding or investigation upon receipt by the Company of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is a party or is threatened not entitled to be made a party to any threatened, pending or completed indemnified by the Company in connection with such action, suit proceeding or proceedinginvestigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (also will indemnify and hold harmless an “Indemnified Person”), from and Person against any and all losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, liabilitiescosts, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs expenses and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out disbursements of any action kind or inaction by such Indemnified Person or the Company nature whatsoever (collectively, “Indemnifiable LossesCosts”), if to which such an Indemnified Person acted may become subject in good faith and connection with any matter arising out of or in a manner that such Indemnified Person reasonably believed to be in connection with the Company’s business or not opposed to the best interests of the Company and not in violation of this Agreementaffairs, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder except to the extent that any such action, suit Costs result solely from the willful misfeasance or proceeding arises from fraud, willful misconduct or gross negligence on the part bad faith of such Indemnified Person. Indemnifiable Losses will be reasonably allocated If for any reason (other than the willful misfeasance or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the Company amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the MemberCompany on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section 12 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section 12 shall be limited to the Company’s assets, and no Member shall have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

Exculpation and Indemnification. (a) Subject to Neither the provisions of Section 20(d)Manager, the Company nor its shareholders, officers, directors, employees or agents, shall indemnify, to the fullest extent permitted by law, have any Person who was or is a party or is threatened to be made a party liability whatsoever to any threatened, pending Membership Class or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason to any Member of the fact that such Person is or was a Member, Officer, director, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including Membership Class for any such brought by or in the right of the Company) loss suffered or incurred by such Indemnified Person while serving in such capacity Membership Class or that otherwise in any way relate to or arise Member thereof which arises out of any action or inaction by of the Manager or any of its shareholders, officers, directors, employees or agents, so long as the Manager or such Indemnified Person other Person, in good faith, determined that such course of conduct was in the best interests of such Membership Class and did not constitute fraud, bad faith or willful misconduct. The Manager and its shareholders, officers, directors, employees and agents and the employees and agents of the Company shall be entitled to be indemnified and held harmless by the Membership Class, at the expense the Membership Class, against any loss, expense, claim or liability (collectivelyincluding reasonable attorneys’ fees, “Indemnifiable Losses”)which shall be paid as incurred) resulting from the assertion of any claim or legal proceeding relating to the performance or nonperformance of any act concerning the activities of the Company relating to a Membership Class, if such Indemnified Person acted including claims or legal proceedings brought by a third party or by Members, on their own behalf or as a Company derivative suit, so long as the party to be indemnified determined in good faith and in a manner that such Indemnified Person reasonably believed to be course of conduct which caused the loss, expense, claim or liability was in or not opposed to the best interests of the Company Company, was acting on behalf of or performing services for the Company, and such loss, expense, claim or liability was not in violation the result of this Agreementgross negligence, andfraud, with respect to a criminal action bad faith or proceeding, had no reasonable cause to believe such Person’s conduct was unlawfulgross misconduct; provided, that any such indemnity shall be paid solely from the Company assets of the Membership Class. Notwithstanding the foregoing, an indemnitee shall have no obligation to indemnify not be indemnified for any losses, liabilities or defend hereunder expenses arising from or out of an alleged violation of federal or state securities laws unless either: (a) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the extent particular indemnitee; (b) such action, suit or proceeding arises from fraud, willful misconduct or gross negligence claims have been dismissed with prejudice on the part merits by a court of such Indemnified Person. Indemnifiable Losses will be reasonably allocated competent jurisdiction as to the Company by particular indemnitee; or (c) a court of competent jurisdiction approves a settlement of the Memberclaims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made; and prior to seeking such approval, the court has been apprised of the position of the California Commissioner of Corporations and the SEC with respect to indemnification for securities laws violations.