Common use of Indemnification; Exculpation Clause in Contracts

Indemnification; Exculpation. The Company agrees to indemnify and hold harmless the Indemnified Parties from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, fees and disbursements of counsel), that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company for or in connection with the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company or any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the prior written consent of the Indemnified Parties, the Company agrees that it will not enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified Party.

Indemnification; Exculpation. The Company agrees to indemnify (a) PubCo will, and PubCo will cause each of its subsidiaries to, jointly and severally indemnify, exonerate and hold the Holders and each of their respective direct and indirect partners, equityholders, members, managers, Affiliates, directors, officers, shareholders, fiduciaries, managers, controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Holder Indemnitees”) free and harmless the Indemnified Parties from and against any and all actions, causes of action, suits, claims, damagesliabilities, losses, liabilities damages and costs and out-of-pocket expenses in connection therewith (including, without limitation, including reasonable attorneys’ fees and disbursements expenses) incurred by the Holder Indemnitees or any of counselthem before or after the date of this Investor Rights Agreement (collectively, the “Indemnified Liabilities”), that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of any action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (each, an “Action”) arising directly or indirectly out of, or in connection with any way relating to, (i) any Holder’s or relating its Affiliates’ ownership of Equity Securities of PubCo or control or ability to this Agreement, the Definitive Documentation, influence PubCo or the transactions contemplated hereby or thereby, solely any of its subsidiaries (other than any such Indemnified Liabilities (x) to the extent such Definitive Documentation Indemnified Liabilities arise out of any breach of this Investor Rights Agreement by such Holder Indemnitee or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim its Affiliates or other proceeding relating related Persons or the breach of any fiduciary or other duty or obligation of such Holder Indemnitee to any of the foregoingits direct or indirect equity holders, irrespective of whether the transactions contemplated hereby are consummatedcreditors or Affiliates, except (y) to the extent such claimcontrol or the ability to control PubCo or any of its subsidiaries derives from such Holder’s or its Affiliates’ capacity as an officer or director of PubCo or any of its subsidiaries or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s willful misconduct), damage(ii) the business, lossoperations, liabilityproperties, assets or expense other rights or liabilities of PubCo or any of its subsidiaries or (iii) any services provided prior to, on or after the date of this Investor Rights Agreement by any Holder or its Affiliates to PubCo or any of their respective subsidiaries; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, PubCo will, and will cause its subsidiaries to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is found permissible under applicable Law. For the purposes of this Section 5.13, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final, final non-appealable order judgment of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirecteffect, in contract, tort or otherwise) to the Company for or in connection with the transactions contemplated hereby, except which case to the extent any such liability limitation is found in a final, non-appealable order of a court of competent jurisdiction so determined to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company or apply to any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the prior written consent of the Indemnified Parties, the Company agrees that it will not enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement Holder Indemnitee as to or an admission of fault, culpability, or a failure to act any previously advanced indemnity payments made by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company PubCo or any of its representatives through electronicsubsidiaries, telecommunications or other information transmission systems that is intercepted then such payments shall be promptly repaid by such personsHolder Indemnitee to PubCo and its subsidiaries. No Indemnified Party shall settle The rights of any lawsuit, claim, Holder Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or other proceeding arising out instrument to which such Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law or regulation or under the organizational or governing documents of this Agreement, the Definitive Documentation, PubCo or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified Partyits subsidiaries.

Indemnification; Exculpation. The Company agrees to indemnify (a) PubCo will, and PubCo will cause each of its Subsidiaries to, jointly and severally indemnify, exonerate and hold the Holders and each of their respective direct and indirect partners, equityholders, members, managers, Affiliates, directors, officers, shareholders, fiduciaries, managers, controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Holder Indemnitees”) free and harmless the Indemnified Parties from and against any and all actions, causes of action, suits, claims, damagesliabilities, losses, liabilities damages and costs and out-of-pocket expenses in connection therewith (including, without limitation, including reasonable attorneys’ fees and disbursements expenses) incurred by the Holder Indemnitees or any of counselthem before or after the date of this Investor Rights Agreement (collectively, the “Indemnified Liabilities”), that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of any action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (each, an “Action”) arising directly or indirectly out of, or in connection with any way relating to, (i) any Holder’s or relating its Affiliates’ ownership of Equity Securities of PubCo or control or ability to this Agreement, the Definitive Documentation, influence PubCo or the transactions contemplated hereby or thereby, solely any of its Subsidiaries (other than any such Indemnified Liabilities (x) to the extent such Definitive Documentation Indemnified Liabilities arise out of any breach of this Investor Rights Agreement by such Holder Indemnitee or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim its Affiliates or other proceeding relating related Persons or the breach of any fiduciary or other duty or obligation of such Holder Indemnitee to any of the foregoingits direct or indirect equity holders, irrespective of whether the transactions contemplated hereby are consummatedcreditors or Affiliates, except (y) to the extent such claimcontrol or the ability to control PubCo or any of its Subsidiaries derives from such Holder’s or its Affiliates’ capacity as an officer or director of PubCo or any of its Subsidiaries or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s willful misconduct), damage(ii) the business, lossoperations, liabilityproperties, assets or expense other rights or liabilities of PubCo or any of its Subsidiaries or (iii) any services provided prior to, on or after the date of this Investor Rights Agreement by any Holder or its Affiliates to PubCo or any of their respective Subsidiaries; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, PubCo will, and will cause its Subsidiaries to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is found permissible under applicable law. For the purposes of this Section 5.13, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final, final non-appealable order judgment of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirecteffect, in contract, tort or otherwise) to the Company for or in connection with the transactions contemplated hereby, except which case to the extent any such liability limitation is found in a final, non-appealable order of a court of competent jurisdiction so determined to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company or apply to any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the prior written consent of the Indemnified Parties, the Company agrees that it will not enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement Holder Indemnitee as to or an admission of fault, culpability, or a failure to act any previously advanced indemnity payments made by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company PubCo or any of its representatives through electronicSubsidiaries, telecommunications or other information transmission systems that is intercepted then such payments shall be promptly repaid by such personsHolder Indemnitee to PubCo and its Subsidiaries. No Indemnified Party shall settle The rights of any lawsuit, claim, Holder Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or other proceeding arising out instrument to which such Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the organizational or governing documents of this Agreement, the Definitive Documentation, PubCo or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified Partyits Subsidiaries.

Indemnification; Exculpation. (a) The Company agrees to shall indemnify and hold harmless harmless, to the Indemnified Parties from and fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (provided, that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to such amendment), any person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that such Person (or a Person for whom such Person is the legal representative or a director, officer or employee) is or was a Person entitled to indemnification under the Existing LLC Agreement, or is a Member, or acting as the Managing Member or Company Representative of the Company or, while being a Person entitled to indemnification under the Existing LLC Agreement, a Member, or acting as the Managing Member or Company Representative of the Company, is or was serving at the request of the Company as a member, director, officer, trustee, employee or agent of another limited liability company or of a corporation, partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (each of the Persons referred to above in this Section 6.2(a) being referred to as a “Covered Person”), whether the basis of such Proceeding is alleged action or failure of action in an official capacity as a member, director, officer, trustee, employee or agent, or in any other capacity while serving as a member, director, officer, trustee, employee or agent, against any and all claimscosts, damages, losses, liabilities and expenses (including, without limitation, fees and disbursements of counselincluding reasonable attorneys’ fees), that may be Liability and loss incurred or suffered by or asserted or awarded against any Indemnified Party, in each case arising out of or such Covered Person in connection with or relating to this Agreementsuch Proceeding, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement unless there has been a final and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of judgment entered by a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirectdetermining that, in contractrespect of such act or omission, tort and taking into account the acknowledgements and agreements set forth in this Agreement, such Covered Person breached the terms of this Agreement or otherwise) any duties owed to the Company or the Members. The Company shall, to the fullest extent not prohibited by applicable Law as it presently exists or may hereafter be amended (provided, that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to such amendment), pay the costs and expenses (including reasonable attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition; provided, however, that to the extent required by applicable Law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined by final judicial decision from which there is no further right to appeal that the Covered Person is not entitled to be indemnified under this Section 6.2(a) or otherwise. The rights to indemnification and advancement of expenses under this Section 6.2(a) shall be Contract rights and such rights shall continue as to a Covered Person who has ceased to be a member, director, officer, trustee, employee or agent and shall inure to the benefit of his heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 6.2(a), except for or Proceedings to enforce rights to indemnification and advancement of expenses, the Company shall indemnify and advance expenses to a Covered Person in connection with a Proceeding (or part thereof) initiated by such Covered Person only if such Proceeding (or part thereof) was authorized by the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order Managing Member. If this Section 6.2(a) or any portion of this Section 6.2(a) shall be invalidated on any ground by a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company shall nevertheless indemnify each Covered Person as to expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement with respect to any action, suit, proceeding or any Indemnified Party be liable on any theory of liability for any specialinvestigation, indirectwhether civil, consequential criminal or punitive damages. Without administrative, including a grand jury proceeding or action or suit brought by or in the prior written consent right of the Indemnified PartiesCompany, to the Company agrees that it will not enter into full extent permitted by any settlement of any lawsuit, claim or other proceeding arising out applicable portion of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (iSection 6.2(a) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does that shall not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified Partyhave been invalidated.

Indemnification; Exculpation. (a) The Company agrees to shall indemnify and hold harmless harmless, to the Indemnified Parties from and fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (provided, that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to such amendment), any person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that such person (or a person for whom such person is the legal representative or a director, officer or employee) is or was a person entitled to indemnification under this Agreement, or is a Member, or acting as the Managing Member or Company Representative of the Company or, while being a person entitled to indemnification under this Agreement, a Member, or acting as the Managing Member or Company Representative of the Company, is or was serving at the request of the Company as a member, director, officer, trustee, employee or agent of another limited liability company or of a corporation, partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (each of the persons referred to above in this Section 6.2(a) being referred to as a “Covered Person”), whether the basis of such Proceeding is alleged action or failure of action in an official capacity as a member, director, officer, trustee, employee or agent, or in any other capacity while serving as a member, director, officer, trustee, employee or agent, against any and all claimscosts, damages, losses, liabilities and expenses (including, without limitation, fees and disbursements of counselincluding reasonable attorneys’ fees), that may be liability and loss incurred or suffered by or asserted or awarded against any Indemnified Party, in each case arising out of or such Covered Person in connection with or relating to this Agreementsuch Proceeding, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement unless there has been a final and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of judgment entered by a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirectdetermining that, in contractrespect of such act or omission, tort and taking into account the acknowledgements and agreements set forth in this Agreement, such Covered Person breached the terms of this Agreement or otherwise) any duties owed to the Company or the Members. The Company shall, to the fullest extent not prohibited by applicable Law as it presently exists or may hereafter be amended (provided, that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to such amendment), pay the costs and expenses (including reasonable attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition; provided, however, that to the extent required by applicable Law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined by final judicial decision from which there is no further right to appeal that the Covered Person is not entitled to be indemnified under this Section 6.2(a) or otherwise. The rights to indemnification and advancement of expenses under this Section 6.2(a) shall be contract rights and such rights shall continue as to a Covered Person who has ceased to be a member, director, officer, trustee, employee or agent and shall inure to the benefit of his heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 6.2(a), except for or Proceedings to enforce rights to indemnification and advancement of expenses, the Company shall indemnify and advance expenses to a Covered Person in connection with a Proceeding (or part thereof) initiated by such Covered Person only if such Proceeding (or part thereof) was authorized by the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order Managing Member. If this Section 6.2(a) or any portion of this Section 6.2(a) shall be invalidated on any ground by a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company shall nevertheless indemnify each Covered Person as to expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement with respect to any action, suit, proceeding or any Indemnified Party be liable on any theory of liability for any specialinvestigation, indirectwhether civil, consequential criminal or punitive damages. Without administrative, including a grand jury proceeding or action or suit brought by or in the prior written consent right of the Indemnified PartiesCompany, to the Company agrees that it will not enter into full extent permitted by any settlement of any lawsuit, claim or other proceeding arising out applicable portion of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (iSection 6.2(a) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does that shall not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified Partyhave been invalidated.

Indemnification; Exculpation. i. The Company agrees to shall indemnify and hold harmless harmless, to the Indemnified Parties from and fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (provided, that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to such amendment), any person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that such Person (or a Person for whom such Person is the legal representative or a director, officer or employee) is or was a Person entitled to indemnification under the Existing LLC Agreement, or is a Member, or acting as the Managing Member or Company Representative of the Company or, while being a Person entitled to indemnification under the Existing LLC Agreement, a Member, or acting as the Managing Member or Company Representative of the Company, is or was serving at the request of the Company as a member, director, officer, trustee, employee or agent of another limited liability company or of a corporation, partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (each of the Persons referred to above in this Section 6.2(a) being referred to as a “Covered Person”), whether the basis of such Proceeding is alleged action or failure of action in an official capacity as a member, director, officer, trustee, employee or agent, or in any other capacity while serving as a member, director, officer, trustee, employee or agent, against any and all claimscosts, damages, losses, liabilities and expenses (including, without limitation, fees and disbursements of counselincluding reasonable attorneys’ fees), that may be Liability and loss incurred or suffered by or asserted or awarded against any Indemnified Party, in each case arising out of or such Covered Person in connection with or relating to this Agreementsuch Proceeding, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement unless there has been a final and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of judgment entered by a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirectdetermining that, in contractrespect of such act or omission, tort and taking into account the acknowledgements and agreements set forth in this Agreement, such Covered Person breached the terms of this Agreement or otherwise) any duties owed to the Company or the Members. The Company shall, to the fullest extent not prohibited by applicable Law as it presently exists or may hereafter be amended (provided, that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to such amendment), pay the costs and expenses (including reasonable attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition; provided, however, that to the extent required by applicable Law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined by final judicial decision from which there is no further right to appeal that Exhibit 10.35 the Covered Person is not entitled to be indemnified under this Section 6.2(a) or otherwise. The rights to indemnification and advancement of expenses under this Section 6.2(a) shall be Contract rights and such rights shall continue as to a Covered Person who has ceased to be a member, director, officer, trustee, employee or agent and shall inure to the benefit of his heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 6.2(a), except for or Proceedings to enforce rights to indemnification and advancement of expenses, the Company shall indemnify and advance expenses to a Covered Person in connection with a Proceeding (or part thereof) initiated by such Covered Person only if such Proceeding (or part thereof) was authorized by the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order Managing Member. If this Section 6.2(a) or any portion of this Section 6.2(a) shall be invalidated on any ground by a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company shall nevertheless indemnify each Covered Person as to expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement with respect to any action, suit, proceeding or any Indemnified Party be liable on any theory of liability for any specialinvestigation, indirectwhether civil, consequential criminal or punitive damages. Without administrative, including a grand jury proceeding or action or suit brought by or in the prior written consent right of the Indemnified PartiesCompany, to the Company agrees that it will not enter into full extent permitted by any settlement of any lawsuit, claim or other proceeding arising out applicable portion of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (iSection 6.2(a) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does that shall not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified Partyhave been invalidated.

Indemnification; Exculpation. (a) The Company agrees to shall defend, indemnify and hold harmless each Investor and its respective Affiliates, partners, employees, agents, directors, managers, officers and controlling Persons (collectively, the “Indemnified Parties Parties”) from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages, lossescosts, liabilities and expenses expenses, or obligations of any kind or nature (includingwhether accrued or fixed, without limitation, absolute or contingent) in connection therewith (including reasonable attorneys’ fees and disbursements of counsel), that may be expenses) incurred by the Indemnified Parties before or asserted after the date of this Agreement (each, an “Action”) arising directly or awarded against any Indemnified Partyindirectly out of, in each case arising out of or in connection with any way relating to, (i) shares of Common Stock or relating other equity securities of the Company Beneficially Owned by such Investor or its Affiliates or control or ability to this Agreement, influence the Definitive Documentation, Company or the transactions contemplated hereby or thereby, solely any of its subsidiaries (other than any such Actions (x) to the extent such Definitive Documentation or transactions contemplated thereby relate to Actions arise out of any breach of this Agreement by an Indemnified Party or its Affiliates or the breach of any fiduciary or other duty or obligation of such Indemnified Party to its direct or indirect equity holders, creditors or Affiliates or (y) to the extent such Actions are directly caused by such Person’s willful misconduct), (ii) the business, operations, properties, assets or other rights or liabilities of the Company or any of its subsidiaries or (iii) any services provided prior, on or after the date of this Agreement by any Investor or its Affiliates to the Company or any of its subsidiaries. The Company shall defend at its own cost and expense in respect of any Action which may be brought against the Company and/or its Affiliates and the Convertible Preferred Equity OfferingIndemnified Parties. The Company shall defend at its own cost and expense any and all Actions which may be brought in which the Indemnified Parties may be impleaded with others upon any Action by the Indemnified Parties, any use made or proposed except that if such damage shall be proven to be made with the proceeds direct result of the Commitmentsgross negligence, bad faith or any claim, litigation, investigation or proceeding relating to willful misconduct by any of the foregoingIndemnified Parties, regardless then such Indemnified Party shall reimburse the Company for the costs of whether defense and other costs incurred by the Company in proportion to such Indemnified Party’s culpability as proven. In the event of the assertion against any Indemnified Party is of any Action or the commencement of any Action, the Company shall be entitled to participate in such Action and in the investigation of such Action and, after written notice from the Company to such Indemnified Party, to assume the investigation or defense of such Action with counsel of the Company’s choice at the Company’s expense; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Party. Notwithstanding anything to the contrary contained herein, the Company may retain one firm of counsel to represent all Indemnified Parties in such Action; provided, however, that the Indemnified Party shall have the right to employ a party thereto, single firm of separate counsel (and any necessary local counsel) and to participate in the defense or investigation of such Action and the Company shall reimburse each bear the expense of such separate counsel (and local counsel, if applicable), if (x) in the opinion of counsel to the Indemnified Party upon demand for reasonable fees and expenses use of counsel of the Company’s choice could reasonably be expected to give rise to a conflict of interest, (whichy) the Company shall not have employed counsel satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of the assertion of any such Action or (z) the Company shall authorize the Indemnified Party to employ separate counsel at the Company’s expense. The Company further agrees that with respect to any Indemnified Party who is employed, so long retained or otherwise associated with, or appointed or nominated by, any Investor or any of its Affiliates and who acts or serves as there are no conflicts among a director, officer, manager, fiduciary, employee, consultant, advisor or agent of, for or to the Company or any of its subsidiaries, that the Company or such Indemnified Partiessubsidiaries, as applicable, shall be limited primarily liable for all indemnification, reimbursements, advancements or similar payments (the “Indemnity Obligations”) afforded to one law firm serving as counsel for such Indemnified Party acting in such capacity or capacities on behalf or at the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any request of the foregoingCompany, irrespective of whether the transactions contemplated hereby Indemnity Obligations are consummatedcreated by law, except to the extent such claimorganizational or constituent documents, damage, loss, liability, or expense is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability contract (whether direct or indirect, in contract, tort including this Agreement) or otherwise) to the . The Company for or hereby agrees that in connection with the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, event shall the Company or any of its subsidiaries have any right or claim against any Investor for contribution or have rights of subrogation against any Investor through an Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the prior written consent of the Indemnified Parties, the Company agrees that it will not enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information payment made available to the Indemnified Parties by the Company or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted by such personssubsidiaries with respect to any Indemnity Obligation. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this AgreementIn addition, the Definitive Documentation, Company hereby agrees that in the event that any Investor pays or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, advances an Indemnified Party shall be entitled any expenses with respect to no indemnification an Indemnity Obligation, the Company will, or will cause its subsidiaries to, as applicable, promptly reimburse such Investor respectively, for such payment or advance upon request; subject to the receipt by the Company for of a written undertaking executed by the Indemnified Party and such Investor, as applicable, that makes such payment or advance to repay any claim, damage, loss, liability, or expense incurred such amounts if it shall ultimately be determined by or asserted or awarded against a court of competent jurisdiction that such Indemnified Party was not entitled to be indemnified by the Company. The foregoing right to indemnity shall be in addition to any rights that any Indemnified Party may have at common law or otherwise and shall remain in full force and effect following the completion or any termination of the engagement. If for any violation reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated by this Section 16, then the Company shall contribute to the amount paid or payable by the Indemnified Party as a result of Law such Action in such proportion as is appropriate to reflect the relative benefits received by such the Company, on the one hand, and the Indemnified Party, as the case may be, on the other hand, as well as any other relevant equitable considerations.

Indemnification; Exculpation. 6.1.1 The Company agrees to indemnify will indemnify, exonerate and hold the Sponsor and each of its respective direct and indirect partners, equityholders, members, managers, affiliates, directors, officers, shareholders, fiduciaries, managers, controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Sponsor Indemnitees”) free and harmless the Indemnified Parties from and against any and all claimsActions, damagesliabilities, losses, liabilities damages and reasonable and documented costs and out-of-pocket expenses in connection therewith (including, without limitation, including reasonable and documented attorneys’ fees and disbursements expenses) incurred by the Sponsor Indemnitees or any of counselthem (collectively, the “Indemnified Liabilities”), that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of any Action arising directly or indirectly out of, or in connection with any way relating to, a Business Combination and any agreements, transactions or relating to this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely filings related thereto (other than any Indemnified Liabilities (x) to the extent such Definitive Documentation Indemnified Liabilities are directly caused by the breach by such Sponsor Indemnitee of any fiduciary or transactions contemplated thereby relate other duty or obligation of such Sponsor Indemnitee to this Agreement and the Convertible Preferred Equity Offeringits direct or indirect equityholders, any use made creditors or proposed to be made with the proceeds of the Commitmentsaffiliates, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Partiesy) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claimIndemnified Liabilities are directly caused by such Person’s willful misconduct); provided, damagehowever, lossthat if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, liabilitythe Company (including any parent or other successor to the Company) will make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is payable pursuant to this Section 6.1.1 to the extent permissible under applicable Law. For the purposes of this Section 6.1, or expense is found none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final, final non-appealable order judgment of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirecteffect, in contract, tort or otherwise) to the Company for or in connection with the transactions contemplated hereby, except which case to the extent any such liability limitation is found so determined to apply to any Sponsor Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments shall be promptly repaid by such Sponsor Indemnitee to the Company. The rights of any Sponsor Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Sponsor Indemnitee is or becomes a final, non-appealable order party or is or otherwise becomes a beneficiary or under Law or under the Governing Documents of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company or any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damagesits Subsidiaries. Without the prior written consent Each party hereto agrees that each of the Indemnified PartiesSponsor Indemnitees shall be third-party beneficiaries with respect to this Section 6.1, the Company agrees that it will not enter into any settlement of any lawsuit, claim or other proceeding arising out of entitled to enforce this Section 6.1 as though each such Sponsor Indemnitee was a party to this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified Party.

Indemnification; Exculpation. The (a) None of the Member, any Director, any Officer, or any of their respective Affiliates, or any of their respective equity owners, members, partners, shareholders or employees (each, an "Indemnitee") shall be liable, in damages or otherwise, to the Company agrees or the Member for any act or omission performed or omitted to be performed by such Indemnitee pursuant to the authority granted by this Agreement, except if such act or omission results from such Indemnitee's own gross negligence, willful misconduct, criminal conduct or material breach of this Agreement. To the fullest extent permitted by law, the Company shall indemnify and hold harmless the Indemnified Parties each Indemnitee from and against any and all claims, damages, losses, liabilities and expenses of whatever nature (including, without limitation, including reasonable attorneys' fees and disbursements of counseldisbursements), that judgments, fines, settlements, and other amounts (collectively, "Damages") arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which an Indemnitee may be incurred by involved, or asserted threatened to be involved, as a party or awarded against any Indemnified Partyotherwise, in each case arising out of or in connection with incidental to the business of the Company including any litigation or threatened litigation relating to the applicability of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoingSection 18 (hereinafter a "Proceeding"), regardless of whether an Indemnitee continues to be an Indemnitee at the time any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, liability or expense is found in a finalpaid or incurred, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company for or in connection with the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company or any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the prior written consent of the Indemnified Parties, the Company agrees that it will not enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement if (i) includes an explicit the Indemnitee acted in good faith and unconditional release from in a manner such Indemnitee reasonably believed to be in, or not opposed to, the party bringing such lawsuitinterests of the Company, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as the Indemnitee's conduct would entitle him to or an admission of fault, culpability, or a failure to act by or on behalf indemnification hereunder. The termination of any Indemnified Party. No Indemnified Party Proceeding by judgment, order, settlement or its equivalent, shall be liable for any damages arising from not, in and of itself, create a presumption or otherwise constitute evidence that the use by unauthorized persons of any information made available Indemnitee acted in a manner contrary to the Indemnified Parties by the Company that specified in clause (i) or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified Partyii) above.

Indemnification; Exculpation. The Company 6.3.1 From and after the Closing Date, PubCo agrees to indemnify and hold harmless the Indemnified Parties Sponsor and Fosun Fashion Holdings (Cayman) Limited (each, a “Principal Investor”) and their respective directors, officers, partners, members, direct and indirect owners, managers, affiliates and controlling persons (each, an “Principal Investor Indemnitee”) from and against any and all claimsliability, damages, lossesobligations, liabilities costs, fines, injuries and reasonable expenses, including reasonable accountant’s and reasonable attorney’s fees and expenses (includingcollectively, without limitation“Losses”) in connection with claims, actions, suits, proceedings or arbitrations by or involving a third party (including stockholder derivative claims on behalf of PubCo) (“Third Party Claims”) against one or more Principal Investor Indemnitees arising out of, resulting from, or relating to (i) a Principal Investor Indemnitee’s purchase of any securities of PubCo in connection with the Business Combination Closing, (ii) the negotiation or execution of the Business Combination Agreement or the other agreements negotiated or executed in connection therewith or referred to therein or the consummation of the transactions contemplated thereby or (iii) the capacity of any Principal Investor Indemnitee, prior to or at the Business Combination Closing, as a director, officer, manager, affiliate or controlling person of PubCo or any of Principal Investor, as the case may be. Subject to the next two sentences, PubCo shall reimburse each Principal Investor Indemnitee for all reasonable and documented out-of-pocket expenses (including reasonable fees and disbursements of counsel), that may be ) as they are incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend preparing, pursuing or defending, or providing evidence defending any Third Party Claim. The foregoing indemnification and expense reimbursement rights in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except this Section 6.3.1 shall not be available to the extent that (x) any such claimLosses are incurred as a result of such Principal Investor Indemnitee’s gross negligence, damagewillful misconduct or bad faith or (y) subject to the rights of contribution provided for below, lossto the extent indemnification for any Losses would violate any applicable Law or public policy. For purposes of this Section 6.3.1, liability, or expense is found none of the circumstances described in the limitations contained in the immediately preceding sentence shall be deemed to apply absent a final, final non-appealable order judgment of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirecteffect, in contract, tort or otherwise) to the Company for or in connection with the transactions contemplated hereby, except which case to the extent any such liability limitation is found in a finalso determined to apply to any Principal Investor Indemnitee as to any previously advanced indemnity or expense reimbursement payments made by PubCo under this Section 6.3.1, non-appealable order of a court of competent jurisdiction then such payments shall be promptly repaid by such Principal Investor Indemnitee to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconductPubCo. In no event, however, shall the Company or any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the prior written consent of the Indemnified Parties, the Company agrees that it will not enter into any settlement The rights of any lawsuit, claim Principal Investor Indemnitee to indemnification hereunder will be in addition to any other rights any such party may have under any other agreement or other proceeding arising out of this Agreement, the Definitive Documentation, instrument to which such Principal Investor Indemnitee is or the transactions contemplated hereby becomes a party or thereby, solely to the extent such Definitive Documentation is or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim otherwise becomes a beneficiary or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Partyunder Law. No Indemnified Party Under no circumstance shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company PubCo or any of its representatives through electronic, telecommunications subsidiaries be entitled to any right of subrogation to or contribution from any Principal Investor Indemnitee or any other Person from which such Principal Investor Indemnitee is indemnified or otherwise recovers and no right of indemnification or other information transmission systems that is intercepted by recovery any Principal Investor Indemnitee may have from such persons. No Indemnified Party other Person shall settle any lawsuit, claim, reduce or other proceeding arising out otherwise alter the rights of this Agreement, the Definitive Documentation, such Principal Investor Indemnitee or the transactions contemplated hereby obligations of PubCo under this Section 6.3.1. Notwithstanding the foregoing, in respect of any Third Party Claim against a Principal Investor Indemnitee, such Principal Investor Indemnitee shall use commercially reasonable efforts to pursue all applicable claims under applicable insurance policies and such Principal Investor Indemnitee recovers proceeds from any such insurance claims, such net proceeds (after deducting any costs of recovery) shall be paid to PubCo up to, but not in excess of the amount actually paid by PubCo on behalf of such Principal Investor Indemnitee in respect of such Third Party Claim. The Principal Investor Indemnitee shall have the right to defend any third party claim with counsel of its own choosing, provided that PubCo will be entitled at its election and at its cost to participate in the defense of such third party claim upon which indemnification is or thereby may be due pursuant to this Section 6.3.1. The Principal Investor Indemnitee will not without the prior written consent of the Company PubCo (such which consent shall not to be unreasonably withheld withheld, conditioned or delayed)) effect any settlement of any threatened or pending third party claim in which PubCo is liable for indemnification hereunder. Notwithstanding If the foregoingindemnification provided for above is unavailable in respect of any Losses, an Indemnified Party shall be entitled then PubCo, in lieu of indemnifying a Principal Investor Indemnitee, shall, if and to no indemnification the extent permitted by Law, contribute to the Company for any claim, damage, loss, liability, amount paid or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law payable by such Indemnified PartyPrincipal Investor Indemnitee in such proportion as is appropriate to reflect the relative fault of PubCo and such Principal Investor Indemnitee in connection with the actions which resulted in such Losses, as well as any other equitable considerations.

Indemnification; Exculpation. The (a) None of the Member, any Director, any Officer or any of their respective Affiliates, or any of their respective equity owners, members, partners, shareholders or employees (each, an "Indemnitee") shall be liable, in damages or otherwise, to the Company agrees or the Member for any act or omission performed or omitted to be performed by such Indemnitee pursuant to the authority granted by this Agreement, except if such act or omission results from such Indemnitee's own gross negligence, willful misconduct, criminal conduct or material breach of this Agreement. To the fullest extent permitted by law, the Company shall indemnify and hold harmless the Indemnified Parties each Indemnitee from and against any and all claims, damages, losses, liabilities and expenses of whatever nature (including, without limitation, including reasonable attorneys' fees and disbursements of counseldisbursements), that judgments, fines, settlements, and other amounts (collectively, "Damages") arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which an Indemnitee may be incurred by involved, or asserted threatened to be involved, as a party or awarded against any Indemnified Partyotherwise, in each case arising out of or in connection with incidental to the business of the Company including any litigation or threatened litigation relating to the applicability of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoingSection 18 (hereinafter a "Proceeding"), regardless of whether an Indemnitee continues to be an Indemnitee at the time any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, liability or expense is found in a finalpaid or incurred, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company for or in connection with the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company or any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the prior written consent of the Indemnified Parties, the Company agrees that it will not enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement if (i) includes an explicit the Indemnitee acted in good faith and unconditional release from in a manner such Indemnitee reasonably believed to be in, or not opposed to, the party bringing such lawsuitinterests of the Company, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as the Indemnitee's conduct would entitle him to or an admission of fault, culpability, or a failure to act by or on behalf indemnification hereunder. The termination of any Indemnified Party. No Indemnified Party Proceeding by judgment, order, settlement or its equivalent, shall be liable for any damages arising from not, in and of itself, create a presumption or otherwise constitute evidence that the use by unauthorized persons of any information made available Indemnitee acted in a manner contrary to the Indemnified Parties by the Company that specified in clause (i) or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified Partyii) above.

Indemnification; Exculpation. (a) The Company agrees to shall indemnify and hold harmless harmless, to the Indemnified Parties from fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (provided, that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to such amendment except to the extent required by a non-waivable and non-modifiable provision of applicable Law), any person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a Manager (as defined in the Existing LLC Agreement) entitled to indemnification under the Existing LLC Agreement, a Member, an Officer, the Managing Member or the Company Representative or is or was serving at the request of the Company as a member, director, officer, trustee, employee or agent of another limited liability company or of a corporation, partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (a “Covered Person”), whether the basis of such Proceeding is alleged action in an official capacity as a member, director, officer, trustee, employee or agent, or in any other capacity while serving as a member, director, officer, trustee, employee or agent, against any all expenses, liability and all claims, damages, losses, liabilities and expenses loss (including, without limitation, fees attorneys’ fees, judgments, fines, XXXXX excise taxes and disbursements of counsel), that may be penalties and amounts paid in settlement) reasonably incurred or suffered by or asserted or awarded against any Indemnified Party, in each case arising out of or such Covered Person in connection with or relating to this Agreementsuch Proceeding, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement unless there has been a final and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of judgment entered by a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirectdetermining that, in contractrespect of such act or omission, tort and taking into account the acknowledgements and agreements set forth in this Agreement, (x) such Covered Person engaged in a bad faith violation of the implied contractual covenant of good faith and fair dealing or otherwisea bad faith violation of this Agreement or (y) such Covered Person would not be so entitled to be indemnified and held harmless if the Company were a corporation organized under the laws of the State of Delaware that indemnified and held harmless its directors, officers, employees and agents to the fullest extent permitted by Section 145 of the Delaware General Corporation Law as in effect on the date of this Agreement (but including any expansion of rights to indemnification thereunder from and after the date of this Agreement). The Company for shall, to the fullest extent not prohibited by applicable Law as it presently exists or in connection may hereafter be amended (provided, that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with the transactions contemplated hereby, respect to any actions or events occurring prior to such amendment except to the extent such liability is found in required by a final, non-appealable order waivable and non-modifiable provision of applicable Law), pay the expenses (including attorneys’ fees) incurred by a court Covered Person in defending any Proceeding in advance of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no eventits final disposition; provided, however, shall the Company or any Indemnified Party be liable on any theory that such payment of liability for any special, indirect, consequential or punitive damages. Without the prior written consent expenses in advance of the Indemnified Parties, final disposition of the Company agrees that it will not enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party Proceeding shall be liable for any damages arising from the use by unauthorized persons made only upon receipt of any information made available to the Indemnified Parties an undertaking by the Company or any of its representatives through electronic, telecommunications or other information transmission systems Covered Person to repay all amounts advanced if it should be ultimately determined by final judicial decision from which there is no further right to appeal that the Covered Person is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not entitled to be unreasonably withheld indemnified under this Section 6.4 or delayed)otherwise. Notwithstanding the foregoing, an Indemnified Party shall be entitled The rights to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for any violation and advancement of Law by such Indemnified Party.expenses under this

Indemnification; Exculpation. (a) The Company agrees to shall indemnify and hold harmless harmless, to the Indemnified Parties from and fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (provided, that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to such amendment), any person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that such person (or a person for whom such person is the legal representative or a director, officer or employee) is or was a person entitled to indemnification under the Existing LLC Agreement, or is a Member, or acting as the Managing Member or Company Representative of the Company or, while being a person entitled to indemnification under the Existing LLC Agreement, a Member, or acting as the Managing Member or Company Representative of the Company, is or was serving at the request of the Company as a member, director, officer, trustee, employee or agent of another limited liability company or of a corporation, partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (each of the persons referred to above in this Section 6.2(a) being referred to as a “Covered Person”), whether the basis of such Proceeding is alleged action or failure of action in an official capacity as a member, director, officer, trustee, employee or agent, or in any other capacity while serving as a member, director, officer, trustee, employee or agent, against any and all claimscosts, damages, losses, liabilities and expenses (including, without limitation, fees and disbursements of counselincluding reasonable attorneys’ fees), that may be liability and loss incurred or suffered by or asserted or awarded against any Indemnified Party, in each case arising out of or such Covered Person in connection with or relating to this Agreementsuch Proceeding, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement unless there has been a final and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of judgment entered by a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirectdetermining that, in contractrespect of such act or omission, tort and taking into account the acknowledgements and agreements set forth in this Agreement, such Covered Person breached the terms of this Agreement or otherwise) any duties owed to the Company or the Members. The Company shall, to the fullest extent not prohibited by applicable Law as it presently exists or may hereafter be amended (provided, that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to such amendment), pay the costs and expenses (including reasonable attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition; provided, however, that to the extent required by applicable Law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined by final judicial decision from which there is no further right to appeal that the Covered Person is not entitled to be indemnified under this Section 6.2(a) or otherwise. The rights to indemnification and advancement of expenses under this Section 6.2(a) shall be contract rights and such rights shall continue as to a Covered Person who has ceased to be a member, director, officer, trustee, employee or agent and shall inure to the benefit of his heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 6.2(a), except for or Proceedings to enforce rights to indemnification and advancement of expenses, the Company shall indemnify and advance expenses to a Covered Person in connection with a Proceeding (or part thereof) initiated by such Covered Person only if such Proceeding (or part thereof) was authorized by the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order Managing Member. If this Section 6.2(a) or any portion of this Section 6.2(a) shall be invalidated on any ground by a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company shall nevertheless indemnify each Covered Person as to expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement with respect to any action, suit, proceeding or any Indemnified Party be liable on any theory of liability for any specialinvestigation, indirectwhether civil, consequential criminal or punitive damages. Without administrative, including a grand jury proceeding or action or suit brought by or in the prior written consent right of the Indemnified PartiesCompany, to the Company agrees that it will not enter into full extent permitted by any settlement of any lawsuit, claim or other proceeding arising out applicable portion of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (iSection 6.2(a) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does that shall not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified Partyhave been invalidated.

Indemnification; Exculpation. (a) The Company agrees to shall indemnify and hold harmless harmless, to the Indemnified Parties from and fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (provided, that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to such amendment), any person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that such person (or a person for whom such person is the legal representative or a director, officer or employee) is or was a person entitled to indemnification under the Existing LLC Agreement, or is a Member, or acting as a Manager or Company Representative of the Company or, while being a person entitled to indemnification under the Existing LLC Agreement, a Member, or acting as a Manager or Company Representative of the Company, is or was serving at the request of the Company as a member, director, officer, trustee, employee or agent of another limited liability company or of a corporation, partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (each of the persons referred to above in this Section 6.2(a) being referred to as a “Covered Person”), whether the basis of such Proceeding is alleged action or failure of action in an official capacity as a member, director, officer, trustee, employee or agent, or in any other capacity while serving as a member, director, officer, trustee, employee or agent, against any and all claimscosts, damages, losses, liabilities and expenses (including, without limitation, fees and disbursements of counselincluding reasonable attorneys’ fees), that may be liability and loss incurred or suffered by or asserted or awarded against any Indemnified Party, in each case arising out of or such Covered Person in connection with or relating to this Agreementsuch Proceeding, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement unless there has been a final and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of judgment entered by a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirectdetermining that, in contractrespect of such act or omission, tort and taking into account the acknowledgements and agreements set forth in this Agreement, such Covered Person breached the terms of this Agreement or otherwise) any duties owed to the Company or the Members. The Company shall, to the fullest extent not prohibited by applicable Law as it presently exists or may hereafter be amended (provided, that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to such amendment), pay the costs and expenses (including reasonable attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition; provided, however, that to the extent required by applicable Law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined by final judicial decision from which there is no further right to appeal that the Covered Person is not entitled to be indemnified under this Section 6.2(a) or otherwise. The rights to indemnification and advancement of expenses under this Section 6.2(a) shall be contract rights and such rights shall continue as to a Covered Person who has ceased to be a member, director, officer, trustee, employee or agent and shall inure to the benefit of his heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 6.2(a), except for or Proceedings to enforce rights to indemnification and advancement of expenses, the Company shall indemnify and advance expenses to a Covered Person in connection with a Proceeding (or part thereof) initiated by such Covered Person only if such Proceeding (or part thereof) was authorized by the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order Board. If this Section 6.2(a) or any portion of this Section 6.2(a) shall be invalidated on any ground by a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company shall nevertheless indemnify each Covered Person as to expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement with respect to any action, suit, proceeding or any Indemnified Party be liable on any theory of liability for any specialinvestigation, indirectwhether civil, consequential criminal or punitive damages. Without administrative, including a grand jury proceeding or action or suit brought by or in the prior written consent right of the Indemnified PartiesCompany, to the Company agrees that it will not enter into full extent permitted by any settlement of any lawsuit, claim or other proceeding arising out applicable portion of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (iSection 6.2(a) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does that shall not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified Partyhave been invalidated.

Indemnification; Exculpation. The Company agrees to Borrower shall pay and protect, defend and indemnify each Lender, Agent and each Lender’s and Agent’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lenders and Agent, collectively “Representatives”) against, and hold each Lender, Agent and each such Representative harmless the Indemnified Parties from and against any and from, all claims, actions, proceedings and reasonable and documented liabilities, damages, losses, liabilities and expenses (including, without limitation, reasonable and documented attorneys’ fees and disbursements costs; provided that unless an Event of counsel)Default has occurred, that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable attorneys fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, costs shall be limited to one law firm serving counsel to all indemnitees taken as a whole and, if reasonably necessary, a single local counsel for all indemnitees taken as a whole in each relevant jurisdiction that is material to the Indemnified Partiesinterest of such indemnitees and, solely in the case of an actual or perceived conflict of interest between indemnitees (where the indemnitee affected by such conflict of interest informs the Borrower in writing of such conflict of interest), one additional counsel in each relevant jurisdiction to each group of affected indemnitees similarly situated taken as a whole) and other expenses amounts incurred by it in connection with investigatingeach Lender, preparing to defend Agent and each such Representative, arising from (i) the matters contemplated by this Agreement or defendingany other Loan Documents, (ii) any dispute between Borrower and a third party, or providing evidence in (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or preparing directive applicable to serve or serving as a witness with respect toXxxxxxxx’s business; provided, any lawsuithowever, investigation, claim or other proceeding relating that this indemnification shall not apply to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except foregoing to the extent such claimincurred as the result of any Lender’s, damage, loss, liabilityAgent’s, or expense is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Partyany Representative’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company for or in connection with the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, This indemnification shall survive the Company or any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the prior written consent of the Indemnified Parties, the Company agrees that it will not enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement payment and the Convertible Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding satisfaction of all Indemnified Parties and (ii) does not include a statement as of Borrower’s Obligations to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified PartyLenders.

Indemnification; Exculpation. The (a) None of the Member, any Director of the Board, any Officer, the Tax Matters Partner or any of their respective Affiliates, or any of their respective equity owners, members, partners, shareholders or employees (each, an "Indemnitee") shall be liable, in damages or otherwise, to the Company agrees or the Member for any act or omission performed or omitted to be performed by such Indemnitee pursuant to the authority granted by this Agreement, except if such act or omission results from such Indemnitee's own gross negligence, willful misconduct, criminal conduct or material breach of this Agreement. To the fullest extent permitted by law, the Company shall indemnify and hold harmless the Indemnified Parties each Indemnitee from and against any and all claims, damages, losses, liabilities and expenses of whatever nature (including, without limitation, including reasonable attorneys' fees and disbursements of counseldisbursements), that judgments, fines, settlements, and other amounts (collectively, "Damages") arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which an Indemnitee may be incurred by involved, or asserted threatened to be involved, as a party or awarded against any Indemnified Partyotherwise, in each case arising out of or in connection with incidental to the business of the Company including any litigation or threatened litigation relating to the applicability of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoingSection 20 (hereinafter a "Proceeding"), regardless of whether an Indemnitee continues to be an Indemnitee at the time any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, liability or expense is found in a finalpaid or incurred, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company for or in connection with the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company or any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the prior written consent of the Indemnified Parties, the Company agrees that it will not enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement if (i) includes an explicit the Indemnitee acted in good faith and unconditional release from in a manner such Indemnitee reasonably believed to be in, or not opposed to, the party bringing such lawsuitinterests of the Company, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as the Indemnitee's conduct would entitle him to or an admission indemnification hereunder. The termination of faultany action, culpabilitysuit, or proceeding by judgment, order, settlement or its equivalent, shall not, in and of itself, create a failure presumption or otherwise constitute evidence that the Indemnitee acted in a manner contrary to act by that specified in clause (i) or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified Partyii) above.

Indemnification; Exculpation. The Company agrees to indemnify Fund and the General Partner shall jointly and severally indemnify, defend and hold harmless the Indemnified Consultants, their affiliates and their respective shareholders, officers, directors, employees, agents and controlling persons (the “Consultants’ Parties” or a “Consultant’s Party”) from and against any and all losses, claims, damages, liabilities (joint and several), costs and expenses (including reasonable investigatory, legal and accounting fees and other expenses incurred in connection with, and any amounts paid in, any settlement; provided that the Fund shall have approved such settlement) resulting from a demand, claim, lawsuit, action or proceeding relating to or arising in connection with this Agreement, the advisory contracts with the trading advisors, the subscription, limited partnership and limited liability company agreements with the Commodity Pools, the offering of the Fund’s Units or the management or operation of the Fund; provided that such losses, claims, damages, liabilities, costs and expenses are not the result of a breach by the Consultants of this Agreement or an act or omission of a Consultant’s Party constituting negligence, willful misconduct or bad faith. Notwithstanding anything in the foregoing to the contrary, in no event shall the General Partner’s obligations under this Section 8 exceed the PDF Subscription Amount, as such term is defined in that certain Stock Subscription Agreement between the General Partner and Man Financial Inc., dated as of October 22, 2004. In respect of the Consultants’ duties hereunder, neither the Consultants nor any other Consultant’s Party shall be subject to any liability to any of the Fund, its affiliates or any of their respective shareholders, officers, directors, employees, agents or controlling persons (“Fund Parties”) for any loss, cost, damage or liability, including, without limitation, trading losses, except as a result of a breach of the Consultants’ duties or obligations under this Agreement or by reason of an act or omission constituting negligence, willful misconduct or bad faith by any Consultant’s Party. The Consultants shall jointly and severally indemnify, defend and hold harmless the Fund Parties from and against any and all losses, claims, damages, lossesliabilities (joint and several), liabilities costs and expenses (includingincluding any reasonable investigatory, without limitation, legal and accounting fees and disbursements of counsel), that may be other expenses incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with, and any amounts paid in, any settlement; provided that the Consultants shall have approved such settlement) resulting from a demand, claim, lawsuit, action or proceeding incurred as a result of the breach by the Consultants of their duties or obligations under this Agreement or an act or omission of any Consultant’s Party constituting negligence, willful misconduct or bad faith. In no case shall an indemnifying party be liable under this indemnity agreement with respect to any claim made against it unless the indemnifying party shall be notified in writing of the nature of the claim within a reasonable time after the assertion thereof, but failure to so notify the indemnifying party shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. The indemnifying party shall be entitled to participate at its own expense in the defense or, if it so elects within a reasonable time after receipt of such notice, to assume the defense of any suit so brought, which defense shall be conducted by counsel chosen by it and satisfactory to the indemnified party defendant or relating defendants therein. In the event that the indemnifying party elects to this Agreementassume the defense of any such suit and retain such counsel, the Definitive Documentation, indemnified party defendant or defendants in the transactions contemplated hereby or thereby, solely to suit shall bear the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of any additional counsel (which, so long as there are no conflicts among such Indemnified Parties, thereafter retained by it or them. The foregoing agreement of indemnity shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect addition to, and shall in no respect limit or restrict, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company for or in connection with the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company or any Indemnified Party remedies which may be liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the prior written consent of the Indemnified Parties, the Company agrees that it will not enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified Partyindemnified party.

Indemnification; Exculpation. (a) The Company agrees to shall indemnify and hold harmless harmless, to the Indemnified Parties from fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (provided, that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to such amendment), any person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that such person (or a person for whom such person is the legal representative) is or was a person entitled to indemnification under the Existing LLC Agreement, or is a Member, an Officer, or acting as the Managing Member or Company Representative of the Company or, while being a person entitled to indemnification under the Existing LLC Agreement, a Member, an Officer, or acting as the Managing Member or Company Representative of the Company, is or was serving at the request of the Company as a member, director, officer, trustee, employee or agent of another limited liability company or of a corporation, partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (each of the persons referred to above in this Section 6.4(a) being referred to as a “Covered Person”), whether the basis of such Proceeding is alleged action or failure of action in an official capacity as a member, director, officer, trustee, employee or agent, or in any other capacity while serving as a member, director, officer, trustee, employee or agent, against all expenses, liability and against any and all claims, damages, losses, liabilities and expenses loss (including, without limitation, fees attorneys’ fees, judgments, fines, ERISA excise taxes and disbursements of counsel), that may be penalties and amounts paid in settlement) reasonably incurred or suffered by or asserted or awarded against any Indemnified Party, in each case arising out of or such Covered Person in connection with or relating to this Agreementsuch Proceeding, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement unless there has been a final and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of judgment entered by a court of competent jurisdiction determining that, in respect of such act or omission, and taking into account the acknowledgements and agreements set forth in this Agreement, such Covered Person engaged in Bad Faith. Without limitation, the foregoing indemnity shall extend to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirectof any Covered Person, in contract, tort pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary (including any indebtedness which the Company or any Subsidiary has assumed or taken subject to), and the Officers are hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this Section 6.4(a) in favor of any Covered Person having or potentially having liability for any such indebtedness. The Company shall, to the fullest extent not prohibited by applicable Law as it presently exists or may hereafter be amended (provided, that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to such amendment), pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition; provided, however, that to the extent required by applicable Law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined by final judicial decision from which there is no further right to appeal that the Covered Person is not entitled to be indemnified under this Section 6.4(a) or otherwise. The rights to indemnification and advancement of expenses under this Section 6.4(a) shall be contract rights and such rights shall continue as to a Covered Person who has ceased to be a member, director, officer, trustee, employee or agent and shall inure to the benefit of his heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 6.4(a), except for Proceedings to enforce rights to indemnification and advancement of expenses, the Company for or shall indemnify and advance expenses to a Covered Person in connection with a Proceeding (or part thereof) initiated by such Covered Person only if such Proceeding (or part thereof) was authorized by the transactions contemplated herebyManaging Member. The Company may, except but shall not be obligated to, purchase and maintain insurance on behalf of any Person entitled to indemnification under this Section 6.4(a) against any liability asserted against such Person and incurred by such Person in any capacity to which they are entitled to indemnification hereunder, or arising out of such Person’s status as such, whether or not the extent Company would have the power or the obligation to indemnify such Person against such liability is found in a final, non-appealable order under the provisions of this Section 6.4(a). If this Section 6.4(a) or any portion of this Section 6.4(a) shall be invalidated on any ground by a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company shall nevertheless indemnify each Covered Person as to expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement with respect to any action, suit, proceeding or any Indemnified Party be liable on any theory of liability for any specialisnvestigation, indirectwhether civil, consequential criminal or punitive damages. Without administrative, including a grand jury proceeding or action or suit brought by or in the prior written consent right of the Indemnified PartiesCompany, to the Company agrees that it will not enter into full extent permitted by any settlement of any lawsuit, claim or other proceeding arising out applicable portion of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (iSection 6.4(a) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does that shall not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified Partyhave been invalidated.

Indemnification; Exculpation. The Company (a) Xxxxxxx agrees (i) to indemnify and defend, hold harmless the Indemnified Parties and indemnify Winthrop, ixx xxxxliates and all officers, directors, partners, agents and employees of Winthrop from and against any the actual costs, expenses and all claims, damages, losses, liabilities and expenses (including, without limitationbut not limited to, reasonable attorney's fees and disbursements disbursements, incurred by any of counsel)them (as a consequence of any claims made or action filed against them which result from or arise out of any of actions taken by any of them in connection with the carrying out Winthrop's duties hereunder or under the express direction of Newkirk, however, that may be incurred by such indemnification shall not apply with respxxx xx any criminal act, gross negligence or asserted willful misconduct of Winthrop; and (ii) to defend promptly and diligently, at Newkirk's sole expense, any claim, action or awarded against any Indemnified Partyproceeding brought againxx Xxxxxxop, in each case arising out of or in connection connected with or relating to this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless and to hold harmless and fully indemnify Winthrop from any judgment, loss or settlement on account thereof. The foregoing provisions of whether this subparagraph 4(a) shall survive the expiration or termination of Winthrop's appointment pursuant to this Agreement, but this shall not be construed to mean that any Indemnified Party of Newkirk's liability does not survive as to other provisions of this Axxxxxxxx. Nothing contained in this subparagraph 4(a) shall require Newkirk to indemnify Winthrop for any claim (i) which is covered by axx xxxxrance maintained by a party theretoPartnership, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses Newkirk or any of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defendingtheir affiliates, or providing evidence in or preparing (ii) which is proven to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of be basxx xxxx the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company for or in connection with the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company or any Indemnified Party be liable on any theory misconduct of liability for any special, indirect, consequential or punitive damages. Without the prior written consent of the Indemnified Parties, the Company agrees that it will not enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified PartyWinthrop.

Indemnification; Exculpation. (a) The Company agrees to shall indemnify and hold harmless harmless, to the Indemnified Parties from and fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (provided, that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to such amendment), any person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that such person (or a person for whom such person is the legal representative or a director, officer or employee) is or was a person entitled to indemnification under the Existing LLC Agreement, or is a Member, or acting as the Managing Member or Company Representative of the Company or, while being a person entitled to indemnification under the Existing LLC Agreement, a Member, or acting as the Managing Member or Company Representative of the Company, is or was serving at the request of the Company as a member, director, officer, trustee, employee or agent of another limited liability company or of a corporation, partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (each of the persons referred to above in this Section 6.2(a) being referred to as a “Covered Person”), whether the basis of such Proceeding is alleged action or failure or omission of action in an official capacity as a member, director, officer, trustee, employee or agent, or in any other capacity while serving as a member, director, officer, trustee, employee or agent, against any and all claimscosts, damages, losses, liabilities and expenses (including, without limitation, fees and disbursements of counselincluding reasonable attorneys’ fees), that may be liability and loss incurred or suffered by or asserted or awarded against any Indemnified Party, in each case arising out of or such Covered Person in connection with or relating to this Agreementsuch Proceeding, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement unless there has been a final and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of judgment entered by a court of competent jurisdiction to have resulted from determining that, in respect of such Indemnified Party’s act or omission, and taking into account the acknowledgements and agreements set forth in this Agreement, such Covered Person engaged in bad faith, actual fraud, gross negligence, fraud or willful misconduct. No Indemnified Party The Company shall, to the fullest extent not prohibited by applicable Law as it presently exists or may hereafter be amended (provided, that no such amendment shall have limit a Covered Person’s rights to indemnification hereunder with respect to any liability actions or events occurring prior to such amendment), pay the costs and expenses (whether direct or indirectincluding reasonable attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition; provided, however, that to the extent required by applicable Law, such payment of expenses in contract, tort advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined by final judicial decision from which there is no further right to appeal that the Covered Person is not entitled to be indemnified under this Section 6.2(a) or otherwise. The rights to indemnification and advancement of expenses under this Section 6.2(a) shall be contract rights and such rights shall continue as to a Covered Person who has ceased to be a member, director, officer, trustee, employee or agent and shall inure to the benefit of his heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 6.2(a), except for Proceedings to enforce rights to indemnification and advancement of expenses, the Company for or shall indemnify and advance expenses to a Covered Person in connection with a Proceeding (or part thereof) initiated by such Covered Person only if such Proceeding (or part thereof) was authorized by the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order Managing Member. If this Section 6.2(a) or any portion of this Section 6.2(a) shall be invalidated on any ground by a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company shall nevertheless indemnify each Covered Person as to expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement with respect to any action, suit, proceeding or any Indemnified Party be liable on any theory of liability for any specialinvestigation, indirectwhether civil, consequential criminal or punitive damages. Without administrative, including a grand jury proceeding or action or suit brought by or in the prior written consent right of the Indemnified PartiesCompany, to the Company agrees that it will not enter into full extent permitted by any settlement of any lawsuit, claim or other proceeding arising out applicable portion of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (iSection 6.2(a) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does that shall not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified Partyhave been invalidated.