Common use of Right to Indemnification Clause in Contracts

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”) who was or is a party or is threatened to be made a party to or otherwise involved 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 Director or officer of the Corporation or, while a Director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another entity or enterprise, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees and expenses, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer of the Corporation in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterprise.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”) Each person who was or is made a ------------------------ party or is threatened to be made a party to or otherwise is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “"Proceeding”"), by reason of the fact that he or she, or a Person person for whom he or she is the legal representative, is or was a Director director or officer of the Corporation or, while a Director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, employee or agent or trustee of another entity corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss suffered and expenses (including, without limitation, including attorneys’ fees and expenses' fees, judgments, fines, ERISA excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Covered Person. Notwithstanding person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the preceding sentencebenefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement (B)(2) ----------------- of expenses or with respect to any compulsory counterclaim brought by such indemniteethis Article, the Corporation shall be required to indemnify a Covered Person any such person seeking indemnification in connection with a Proceeding proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer of the Corporation in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other entity pursuant capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the certificate Corporation of incorporation and by-laws an undertaking, by or equivalent organizational documents on behalf of such other entity director or enterpriseofficer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Each Person (a “Covered Person”) who was or is made a party or is threatened to be made a party to or is otherwise subject to or involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”)Action, by reason of the fact that he he, she or she, it is or was a Person for whom he or she is Member (including the legal representativeManaging Member), is or was a Director serving as the Company Representative (including any “designated individual”) or officer the Continuing Member Representative or an officer, manager or director (or equivalent) or, at the discretion of the Corporation orManaging Member, while a Director any employee or officer agent, of the CorporationManaging Member, the Company or any of its Subsidiaries, or is or was an officer, manager or director (or equivalent) or, at the discretion of the Managing Member, any employee or agent, of the Managing Member, the Company or any of its Subsidiaries serving at the request of the Corporation Managing Member or the Company or any of its Subsidiaries as a director, an officer, employeemanager or director (or equivalent) or, agent at the discretion of the Managing Member, any employee or trustee agent, of another corporation, partnership, joint venture, limited liability company, trust or other entity or enterprisewhich relates to or arises out of the property, business or affairs of the Company or any of its Subsidiaries, including service with respect to an employee benefit plansplan (an “Indemnitee”), whether the basis of such Action is alleged action in an official capacity as a director, manager, officer, employee or agent or in any other capacity while serving as an officer, manager, director, employee or agent, shall be indemnified by the Company against all liability expense, Liability and loss suffered and expenses (including, without limitation, including attorneys’ fees and expensesfees, judgments, fines, ERISA excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Covered Person. Notwithstanding the preceding sentenceIndemnitee in connection therewith (“Indemnifiable Losses”); provided, however, that, such Indemnitee shall not be entitled to indemnification if such Indemnitee’s conduct constituted fraud or a knowing violation of Law; provided, further, however, except as otherwise provided in Section 11.3 7.4(d) with respect to Proceedings Actions to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemniteeindemnification, the Corporation Company shall be required indemnify any such Indemnitee pursuant to indemnify a Covered Person this Section 7.4 in connection with a Proceeding an Action (or part thereofthereof but excluding any compulsory counterclaim) commenced initiated by such Covered Person Indemnitee only if the commencement of such Proceeding Action (or part thereofthereof but excluding any compulsory counterclaim) by the Covered Person was authorized by the Board. Any reference to an officer of the Corporation in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterprise.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”) Each person who was or is a party or is threatened to be made a party to or otherwise is involved (as a party, witness or otherwise) in any threatened, pending or completed action, suit suit, arbitration, alternative dispute mechanism, inquiry, administrative or legislative hearing, investigation or any other threatened, pending or completed proceeding, including any and all appeals, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she, or a Person for person of whom he or she is the legal representative, is or was a Director director, officer or officer employee of the Corporation or, while a Director (including service with respect to employee benefit plans) or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, whether the basis of the Proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee, employee or agent (hereafter an “Indemnitee”), shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware law, as the same exists or trustee of another entity may hereafter be amended or enterprise, including service with respect to employee benefit plansinterpreted, against all expenses, liability and loss suffered and expenses (including, without limitation, including attorneys’ fees and expensesfees, judgments, fines, ERISA excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlementsettlement and any interest, assessments or other charges imposed thereon, and any federal, state, local or foreign taxes imposed on any Indemnitee as a result of the actual or deemed receipt of any payments under this Article IX) actually or reasonably incurred by such Covered Person. Notwithstanding person in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing for any of the preceding sentenceforegoing in, any Proceeding (hereinafter “Expenses”); provided, however, that except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemniteeindemnification, the Corporation shall be required to indemnify a Covered Person any Indemnitee seeking indemnification in connection with a Proceeding (or part thereof) commenced initiated by such Covered Person Indemnitee only if the commencement of such Proceeding (or part thereof) was authorized in the first instance by the Covered Person was authorized by the Board. Any reference to an officer Board of the Corporation in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 Directors of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterprise.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”) Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), 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 Director director or officer of the Corporation or, while a Director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent director or trustee officer of another entity corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plansplans (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss suffered and expenses (including, without limitation, including attorneys’ fees and expensesfees, judgments, fines, ERISA excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Covered Person. Notwithstanding indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the preceding sentencebenefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as otherwise provided in Section 11.3 8.02 of this Article VIII with respect to Proceedings proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemniteeindemnification, the Corporation shall be required to indemnify a Covered Person any such indemnitee in connection with a Proceeding proceeding (or part thereof) commenced initiated by such Covered Person indemnitee only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer Board of the Corporation in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 Directors of the Corporation’s By-laws. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any reference other capacity in which service was or is rendered by such indemnitee, including without limitation, service to an officer of any other entity or other enterprise employee benefit plan) shall be deemed made only upon delivery to refer exclusively to the Corporation of an officer appointed undertaking, by the board of directors or equivalent governing body on behalf of such other entity pursuant indemnitee, to the certificate of incorporation and by-laws repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Article VIII or equivalent organizational documents of such other entity or enterpriseotherwise (hereinafter an “undertaking”).

Right to Indemnification. The Corporation Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any each Person (a “Covered Person”) who was has been or is a party or is threatened to be made a party to or otherwise involved any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, investigative or investigative appellate (a “Proceeding”)regardless of whether such action, suit or proceeding is by or in the right of the Company or by third parties) by reason of the fact that he or she, or a such Person for whom he or she is the legal representative, is or was a Director or Voting Member of the Company, an officer of the Corporation orCompany, while a Director Representative or officer of the Corporation, is or was serving at the request of the Corporation Company as a director, officer, employee, agent officer or trustee in any other comparable position of another entity or enterprise, including service with respect to employee benefit plansany Other Enterprise, against all liability liabilities and loss suffered expenses, including, without limitation, judgments, amounts paid in settlement, attorneys' fees, ERISA excise taxes or penalties, fines and expenses other expenses, actually and reasonably incurred by such Person in connection with such action, suit or proceeding (including, without limitation, attorneys’ fees and expensesthe investigation, judgmentsdefense, finessettlement or appeal of such action, excise taxes suit or penalties under proceeding); provided, however, that the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation Company shall not be required to indemnify a Covered or advance expenses to any Person on account of such Person's conduct that was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct; provided, further, that the Company shall not be required to indemnify or advance expenses to any Person in connection with a Proceeding (an action, suit or part thereof) commenced proceeding initiated by such Covered Person only if unless the commencement initiation of such Proceeding (action, suit or part thereof) proceeding was authorized in advance by the Covered Person was authorized by the Board. Any reference to Voting Members; provided, however, that an officer or Representative shall be indemnified hereunder only for those actions taken or omitted to be taken by such Person in the discharge of such Person's obligations in connection with the management of the Corporation business and affairs of the Company or any Other Enterprise. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or under a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that such Person's conduct was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct. The foregoing right to indemnification shall apply to all Persons serving as officers and to all Persons who serve as a Representative at any time or who serve at any time at the request of the Company as a director, officer or in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer comparable position of any other entity Other Enterprise. Nothing herein prevents any Member from indemnifying its representatives or officers under such Member's organizational documents or other enterprise shall be deemed agreements. If any Person is entitled to refer exclusively to an officer appointed by indemnification both from the board of directors or equivalent governing body of such other entity pursuant to Company and from a Member, then indemnification would come first from the certificate of incorporation Company and by-laws or equivalent organizational documents of such other entity or enterprisethereafter from the Member.

Right to Indemnification. The Corporation shall indemnify and hold harmless, Subject to the fullest extent permitted by applicable law limitations and conditions as it presently exists or may hereafter be amendedprovided in this ARTICLE VII, any each Person (a “Covered Person”) who was or is made a party or is threatened to be made a party to or otherwise is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative (hereinafter a "PROCEEDING"), or investigative (any appeal in such a “Proceeding or any inquiry or investigation that could lead to such a Proceeding”), by reason of the fact that he or she, or a Person for of whom he or she is the legal representative, is or was a Director Unitholder, Manager or officer of the Corporation orOfficer, or while a Director Unitholder, Manager or officer of the Corporation, Officer is or was serving at the request of the Corporation LLC as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or trustee similar functionary of another entity foreign or enterprisedomestic limited liability company, including service with respect to corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plans, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees and expenses, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer of the Corporation in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity plan or other enterprise shall be deemed to refer exclusively to an officer appointed indemnified by the board LLC to the fullest extent permitted by the Delaware Act, as the same exist or may hereafter be amended (but, in the case of directors or equivalent governing body of any such other entity amendment, only to the extent that such amendment permits the LLC to provide broader indemnification rights than said law permitted the LLC to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including attorneys' fees) actually incurred by such Person in connection with such Proceeding, and indemnification under this ARTICLE VII shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this ARTICLE VII shall be deemed contract rights, and no amendment, modification or repeal of this ARTICLE VII shall have the certificate effect of incorporation and by-laws limiting or equivalent organizational documents denying any such rights with respect to actions taken or Proceedings arising prior to any amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this ARTICLE VII could involve indemnification for negligence or under theories of such other entity or enterprisestrict liability.

Right to Indemnification. (a) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as in effect on the date of adoption of these Bylaws or as it presently exists or may hereafter thereafter be amended, any Person (a “Covered Person”) person who was or is a party made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceedingproceeding”), ) by reason of the fact that he or she, or a Person person for whom he or she is the legal representative, is or was a Director director or officer of the Corporation or, while a Director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, employee or agent or trustee of another entity corporation, partnership, joint venture or other enterprise, including service with respect to employee benefit plans, against any and all liability and loss suffered and expenses (including, without limitation, attorneys’ fees and expenses, including judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) suffered or incurred and expenses reasonably incurred by such Covered Personperson. Notwithstanding The Corporation may, by action of its Board of Directors, provide indemnification to such of the preceding sentence, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement employees and agents of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation to such extent and to such effect as the Board of Directors shall determine to be appropriate and authorized by Delaware law. The Corporation shall not be required to indemnify a Covered Person person in connection with a Proceeding (or part thereof) commenced proceeding initiated by such Covered Person only if person, including a counterclaim or crossclaim, unless the commencement of such Proceeding (or part thereof) by the Covered Person proceeding was authorized by the Board. Any Board of Directors. (b) For purposes of this Article VII: (i) any reference to an officer “other enterprise” shall include all plans, programs, policies, agreements, contracts and payroll practices and related trusts for the benefit of or relating to employees of the Corporation and its related entities (“employee benefit plans”); (ii) any reference to “fines”, “penalties”, “liability” and “expenses” shall include any excise taxes, penalties, claims, liabilities and reasonable expenses (including reasonable legal fees and related expenses) assessed against or incurred by a person with respect to any employee benefit plan; (iii) any reference to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation or trustee or administrator of any employee benefit plan which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants, beneficiaries, fiduciaries, administrators and service providers; (iv) any reference to serving at the request of the Corporation as a director, officer, employee or agent of a partnership or trust shall include service as a partner or trustee; and (v) a person who acted in this Article 11 good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to refer exclusively have acted in a manner “not opposed to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 best interests of the Corporation’s By-laws, and any reference to an officer ” for purposes of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterprisethis Article VII.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”) Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he being or she, or having been a Person for whom he or she is the legal representative, is or was a Director director or officer of the Corporation or, while a Director Company or officer of the Corporation, is serving or was serving having served at the request of the Corporation Company as a director, trustee, officer, employee, employee or agent or trustee of another entity corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plansplan (an “Indemnitee”), whether the basis of such proceeding is alleged action or failure to act in an official capacity as a director, trustee, officer, employee or agent or in any other capacity while serving as a director, trustee, officer, employee or agent, shall be indemnified and held harmless by the Company to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than permitted prior thereto) (as used in this Article 7, the “Delaware Law”), against all expense, liability and loss suffered and expenses (including, without limitation, including attorneys’ fees and expensesfees, judgments, fines, ERISA excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Covered Person. Notwithstanding Indemnitee in connection therewith and such indemnification shall continue as to an Indemnitee who has ceased to be a director, trustee, officer, employee, or agent and shall inure to the preceding sentencebenefit of the Indemnitee’s heirs, executors, and administrators; provided, however, that, except as otherwise provided in Section 11.3 7.2 hereof with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemniteeindemnification, the Corporation Company shall be required to indemnify a Covered Person any such Indemnitee in connection with a Proceeding (or part thereof) commenced initiated by such Covered Person Indemnitee only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer Board of Directors of the Corporation Company. The right to indemnification conferred in this Article 11 7 shall be deemed a contract right and shall include the right to refer exclusively be paid by the Company the expenses (including attorneys’ fees) incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that, if the Delaware Law so requires, an Advancement of Expenses incurred by an Indemnitee shall be made only upon delivery to the ChairmanCompany of an undertaking (an “Undertaking”), Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity by or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body on behalf of such other entity pursuant Indemnitee, to the certificate of incorporation and by-laws repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Article 7 or equivalent organizational documents of such other entity or enterpriseotherwise.

Right to Indemnification. The Corporation To the maximum extent permitted under the Act and other applicable law, no Member, Director, or Officer of this Company shall indemnify be personally liable for any debt, obligation or liability of this Company merely by reason of being a Member, Director or Officer. No Director or Officer of this Company shall be personally liable to this Company or its Members for monetary damages for a breach of fiduciary duty by such Director or Officer; provided that this provision shall not eliminate or limit the liability of a Director or Officer for any of the following: (i) receipt of an improper financial benefit to which the Director is not entitled; (ii) intentional infliction of harm on the Company or the Members; (iii) liability for receipt or payment of distributions in violation of the articles of organization, this Agreement or the Act; or (iv) an intentional violation of criminal law. To the maximum extent permitted under the Act and other applicable law, the Company, its receiver, or its trustee (in the case of its receiver or trustee, to the extent of Company Property) shall indemnify, save and hold harmless, and pay all judgments and claims against each Director or Officer relating to the fullest extent permitted by applicable law as it presently exists any liability or may hereafter be amended, any Person (a “Covered Person”) who was or is a party or is threatened to be made a party to or otherwise involved any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), damage incurred by reason of the fact that he any act performed or she, or a Person for whom he or she is the legal representative, is or was a omitted to be performed by such Director or officer Officer in connection with the business of the Corporation or, while a Director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another entity or enterpriseCompany, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including, without limitation, reasonable attorneys’ fees and expenses, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred by such Covered PersonDirector or Officer in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred, including all such liabilities under federal and state securities laws as permitted by law. To the maximum extent permitted under the Act and other applicable law, in the event of any action by a Unit Holder against any Director, including a derivative suit, the Company shall indemnify, save harmless, and pay all costs, liabilities, damages and expenses of such Director, including reasonable attorneys’ fees incurred in the defense of such action. Notwithstanding the preceding sentenceforegoing provisions, except as otherwise provided no Director shall be indemnified by the Company to the extent prohibited or limited (but only to the extent limited) by the Act. The Company may purchase and maintain insurance on behalf of any Person in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to such Person’s official capacity against any compulsory counterclaim brought liability asserted against and incurred by such indemniteePerson in or arising from that capacity, whether or not the Corporation shall Company would otherwise be required to indemnify a Covered the Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if against the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer of the Corporation in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterpriseliability.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”) Each person who was or is made a party or is threatened to be made a party to or otherwise is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”"proceeding"), by reason of the fact that he or she, or a Person for person of whom he or she is the legal representative, is or was a Director director or officer of the Corporation or, while a Director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, employee or agent or trustee of another entity corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss suffered and expenses (including, without limitation, including attorneys’ fees and expenses' fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Covered Person. Notwithstanding person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the preceding sentencebenefit of his or her heirs, executors and administrators; provided, however, that, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemniteeparagraph (b) hereof, the Corporation shall be required to indemnify a Covered Person any such person seeking indemnification in connection with a Proceeding proceeding (or part thereof) commenced initiated by such Covered Person person only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the DGCL requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of the Board, provide indemnification to employees and agents of the Corporation in this Article 11 shall be deemed to refer exclusively to with the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer same scope and any other officers of effect as the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board foregoing indemnification of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterpriseofficers.

Right to Indemnification. The Corporation shall indemnify and hold harmless, Subject to the fullest extent permitted by applicable law as it presently exists or may hereafter be amendedlimitations and conditions provided in this ARTICLE VII, any each Person (a “Covered Person”) who was or is made a party or is threatened to be made a party to or otherwise is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative arbitrative (hereinafter, a “"PROCEEDING"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding”), by reason of the fact that he or shesuch Person, or a Person for whom he or she of which such Person is the legal representative, is or was a Director or officer Member, a member of the Corporation orBoard or Officer shall be indemnified by the Company to the fullest extent permitted by applicable law, while a Director as the same exists or officer may hereafter be amended (but, in the case of any such amendment, only to the Corporationextent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, is or was serving at the request of the Corporation as a directorpenalties (including excise and similar taxes and punitive damages), officerfines, employee, agent or trustee of another entity or enterprise, including service with respect to employee benefit plans, against all liability settlements and loss suffered and reasonable expenses (including, without limitation, reasonable attorneys’ fees ' and expenses, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlementexperts' fees) reasonably actually incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall be required to indemnify a Covered Person in connection with such Proceeding, appeal, inquiry or investigation (each a Proceeding ("LOSS"), unless such Loss shall have been the result of gross negligence, fraud or part thereof) commenced intentional misconduct by such Covered Person, in which case such indemnification shall not cover such Loss to the extent resulting from such gross negligence, fraud or intentional misconduct. Indemnification under this ARTICLE VII shall continue as to a Person only if who has ceased to serve in the commencement of capacity which initially entitled such Proceeding (or part thereof) by the Covered Person was authorized by the Boardto indemnity hereunder. Any reference The rights granted pursuant to an officer of the Corporation in this Article 11 ARTICLE VII shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-lawscontract rights, and no amendment, modification or repeal of this ARTICLE VII shall have the effect of limiting or denying any reference such rights with respect to an officer of actions taken or Proceedings, appeals, inquiries or investigations arising prior to any other entity amendment, modification or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterpriserepeal.

Right to Indemnification. The Corporation shall indemnify and hold harmless, Subject to the fullest extent permitted by applicable law as it presently exists or may hereafter be amendedlimitations and conditions provided in this Article 11, any each Person (a “Covered Person”) who was or is made a party or is threatened to be made a party to or otherwise is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or sheit, or a Person for of whom he or she it is the legal representative, is or was a Director Managing Member, an Affiliate of a Managing Member, or officer Member of the Corporation orCompany shall be indemnified by the Company to the fullest extent permitted by the Act or any other applicable law or judicial ruling against judgments, while a Director or officer of the Corporationpenalties (including excise and similar taxes and punitive damages), is or was serving at the request of the Corporation as a directorfines, officer, employee, agent or trustee of another entity or enterprise, including service with respect to employee benefit plans, against all liability settlements and loss suffered and reasonable expenses (including, without limitation, costs of suit and attorneys’ fees and expenses, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlementfees) reasonably actually incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall be required to indemnify a Covered Person in connection with such Proceeding, and indemnification under this Article 11 shall continue as to a Proceeding (or part thereof) commenced by Person who has ceased to serve in the capacity which initially entitled such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Boardto indemnity hereunder. Any reference The rights granted pursuant to an officer of the Corporation in this Article 11 shall be deemed contract rights, and no amendment, modification or repeal of this Article 11 shall have the effect of limiting or denying such rights with respect to refer exclusively causes of action accrued, actions taken or Proceedings arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article 11 could involve indemnification for negligence or under theories of strict liability; provided, however, that notwithstanding any other provision of the Agreement to the Chairmancontrary, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise a Person shall not be deemed to refer exclusively to an officer appointed indemnified by the board of directors Company against any judgments, penalties, fines, settlements and expenses incurred by such Person which arise in connection with any Proceeding if such Proceeding arises from bad faith, gross negligence or equivalent governing body of willful misconduct by such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterprisePerson.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to (a) To the fullest extent permitted by applicable law law, (i) any Member (in his capacity as it presently exists a Member) or may hereafter be amendedany of its Affiliates, (ii) the Managers or (iii) any Person Persons authorized by the Managers (a each individually, an “Covered PersonIndemnified Party”) who was shall be entitled to indemnification from the Company for any and all losses, liabilities, damages, assessments, fines, judgments, costs and expenses, including reasonable attorney’s fees (collectively, “Indemnification Losses”) incurred by such Indemnified Party by reason of any act or is a party omission of such Indemnified Party arising from the performance of such Indemnified Party’s obligations or is threatened to be made a party to duties under this Agreement, including in connection with any civil, criminal, administrative, investigative or otherwise involved any threatened, pending or completed other action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), proceeding to which any such Indemnified Party may hereafter be made party by reason of the fact that he being or shehaving been a Member, Manager, or a Person for whom he authorized by the Managers in such capacity, provided, however, that, if any Indemnification Loss arises out of any action or she is inaction of an Indemnified Person, indemnification under this Section 9.1 will be available only if (a) either (i) the legal representativeIndemnified Party, is at the time of such action or inaction, believed, in good faith, that its, his or her course of conduct was a Director in, or officer not opposed to, the best interests of the Corporation orCompany, while a Director or officer (ii) in the case of inaction by the Indemnified Party, the Indemnified Party did not intend its, his or her inaction to be harmful or opposed to the best interests of the CorporationCompany, is and (b) the action or was serving at inaction did not constitute fraud, gross negligence, willful misconduct or knowing violation of applicable Law or breach of this Agreement by the request Indemnified Party. (b) Expenses incurred by any Person entitled to indemnification pursuant to this Section 9.1 in defending a proceeding shall be paid by the Company in advance of the Corporation as a director, officer, employee, agent or trustee final disposition of another entity or enterprise, including service with respect such proceeding subject to employee benefit plans, against all liability and loss suffered and the provisions of any applicable law; provided such expenses (including, without limitation, attorneys’ fees and expenses, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer of the Corporation in this Article 11 shall be deemed to refer exclusively repaid to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers Company in the event the aforementioned losses are determined by a court of competent jurisdiction to have resulted from actions or omissions for which the Corporation appointed Company is not required to indemnify such Person pursuant to this Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterprise9.1.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”A) Each person who was or is made a party or is threatened to be made a party to or otherwise is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he or she, she or a Person for person of whom he or she is the legal representative, is or was or has agreed to become a Director director or officer of the Corporation or, while a Director or officer of the Corporation, is or was serving or has agreed to serve, at the request of the Corporation, in any capacity, with any corporation, partnership or other entity in which the Corporation as has a director, officer, employee, agent partnership or trustee of another entity or enterpriseother interest, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving or having agreed to serve as a director or officer of the Corporation, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss suffered and expenses (including, without limitation, attorneys’ fees and expensesfees, judgments, fines, ERISA excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Covered Person. Notwithstanding person in connection therewith and such indemnification shall continue as to a person who has ceased to serve in the preceding sentencecapacity which initially entitled such person to indemnity hereunder and shall inure to the benefit of his or her heirs, executors and administrators, and (B) the Corporation shall indemnify and hold harmless in such manner any person designated by the Board, or any committee thereof, as a person subject to this indemnification provision, and who was or is made a party or is threatened to be made a party to a proceeding by reason of the fact that he, she or a person of whom he or she is the legal representative, is or was serving at the request of the Board as a director, officer, employee or agent of another corporation or a partnership, joint venture, trust or other enterprise whether such request is made before or after the acts taken or allegedly taken or events occurring or allegedly occurring which give rise to such proceeding; provided, however, that except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement subsection (b)(ii) of expenses or with respect to any compulsory counterclaim brought by such indemniteethis Article NINTH, the Corporation shall be required indemnify any such person seeking indemnification pursuant to indemnify a Covered Person this subsection in connection with a Proceeding proceeding (or part thereof) commenced initiated by such Covered Person person only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference The right to indemnification conferred herein shall be a contract right based upon an offer from the Corporation which shall be deemed to have been made to a person subject to subsection (b)(i)(A) on the date this Certificate of Incorporation is effective and to a person subject to subsection (b)(i)(B) on the date designated by the Board, shall be deemed to be accepted, (i) in the case of a person subject to subsection (b)(i)(A) by such person’s service or continued service as a director or officer of the Corporation for any period after the offer is made and (ii) in the case of a person subject to subsection (b)(i)(B), by such person’s continued service in such capacity as such person was serving when designated as subject to subsection (b)(i)(B) by the Board, or any committee thereof, or if such person is no longer serving in such capacity, by such person’s written acceptance and, in each case, shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided further, however, that if the DGCL requires, the payment of such expenses incurred by a current, former or proposed director or officer in his or her capacity as a director or officer or proposed director or officer (and not in any other capacity in which service was or is or has been agreed to be rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnified person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified person is not entitled to be indemnified under this Article 11 shall be deemed NINTH or otherwise. The Corporation may, by action of the Board, provide indemnification or advancement to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers employees or agents of the Corporation appointed pursuant to Section 5.01 of with the Corporation’s By-laws, same scope and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by effect as the board foregoing indemnification of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterpriseofficers.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”) Each person who was or is a party or party, is threatened to be made a party to to, or is otherwise involved in, as a witness or otherwise, any threatened, pending or completed action, suit or proceedingproceeding (brought in the right of the Corporation or otherwise), whether civil, criminal, administrative or investigative and whether formal or informal, including any and all appeals (hereinafter a “Proceedingproceeding”), by reason of the fact that he or she, or a Person for whom he or she is the legal representative, is or was or has agreed to become a Director director or an officer of the Corporation orCorporation, or while serving as a Director director or officer of the Corporation, is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employeeemployee or agent (which, agent for purposes hereof, shall include a trustee, fiduciary, partner or trustee manager or similar capacity) of another entity or enterprisecorporation, including service with respect to limited liability company, partnership, joint venture, trust, employee benefit plansplan or other enterprise (each, a “Person”), or by reason of any action alleged to have been taken or omitted by such person in any such capacity or in any other capacity while serving or having agreed to serve as a director, officer, employee or agent (hereinafter an “indemnitee”), shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than the DGCL permitted the Corporation to provide prior to such amendment), from and against all loss and liability and loss suffered and expenses (including, without limitation, attorneys’ fees fees, costs and expenses), judgments, fines, fines ERISA excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) settlement actually and reasonably incurred by or on behalf of an indemnitee in connection with such Covered Person. Notwithstanding action, suit or proceeding, including any appeals or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to serve in the preceding sentencecapacity which initially entitled such indemnitee to indemnity hereunder and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as otherwise provided in Section 11.3 8.03 with respect to Proceedings proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall be required to indemnify a Covered Person any such indemnitee in connection with a Proceeding proceeding (or part thereof) commenced initiated by such Covered Person indemnitee only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference Board of Directors; provided, further, that the Corporation shall not be obligated under this Section 8.01: (a) to indemnify an officer indemnitee under these Bylaws for any amounts paid in settlement of an action, suit or proceeding unless the Corporation consents to such settlement, which consent shall not be unreasonably withheld, delayed or conditioned, or (b) to indemnify an indemnitee for any disgorgement of profits made from the purchase or sale by indemnitee of securities of the Corporation in under Section 16(b) of the Exchange Act. In addition, subject to Section 8.04, the Corporation shall not be liable under this Article 11 shall be deemed VIII to refer exclusively make any payment of amounts otherwise indemnifiable hereunder (including, without limitation, judgments, fines and amounts paid in settlement) if and to the Chairmanextent that the indemnitee has otherwise actually received such payment under this Article VIII or any insurance policy, Vice Chairmancontract, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity agreement or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterpriseotherwise.

Right to Indemnification. The Corporation shall indemnify and hold harmlessindemnify, to the fullest extent permitted by applicable law the DGCL, as it presently exists or may hereafter be amendedamended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), any Person natural person (a) who is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer or trustee of another corporation, limited liability company, partnership, joint venture, employee benefit plan, trust, nonprofit entity or other enterprise at any time during which these Bylaws are in effect (a “Covered Person”), whether or not such Covered Person continues to serve in such capacity at the time any indemnification is sought or at the time of any proceeding (as defined below) relating thereto exists or is brought, and (b) who is or was or is a party or to, is threatened to be made a party to to, or is otherwise involved in (including as a witness) any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature (a “Proceedingproceeding”), by reason of the fact that he ) based on such Covered Person’s action(s) in his or she, or her official capacity as a Person for whom he or she is the legal representative, is or was a Director director or officer of the Corporation oror as a director, while a Director officer or officer trustee of another corporation, limited liability company, partnership, joint venture, employee benefit plan, trust, nonprofit entity or other enterprise (to the Corporation, is or was extent serving in such position at the request of the Corporation as a director, officer, employee, agent or trustee of another entity or enterprise, including service with respect to employee benefit plansCorporation), against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees and expenses, any judgments, fines, ▇▇▇▇▇ excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or in settlement consented to be paid in settlementwriting by the Corporation) and expenses (including attorneys’ fees), actually and reasonably incurred by such Covered PersonPerson in connection with such proceeding. Notwithstanding Such indemnification shall continue to a Covered Person who has ceased to be a director or officer, of the preceding sentenceCorporation or as a director, except officer or trustee of another corporation, limited liability company, partnership, joint venture, employee benefit plan, trust, nonprofit entity or other enterprise at the request of the Corporation and shall inure to the benefit of his or her heirs, executors and administrators. Except as otherwise provided in this Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee1, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding proceeding (or part thereof) commenced initiated by such Covered Person only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer Board of the Corporation in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterpriseDirectors.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”) Each person who was or is made a party or is threatened to be made a party to or otherwise is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he or she, or a Person for person of whom he or she is the legal representative, is or was a Director director or officer of the Corporation or, while a Director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, employee or agent or trustee of another entity corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, including service with respect to employee benefit plansplans maintained or sponsored by the Corporation, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the fullest extent permitted by law, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss suffered and expenses (including, without limitation, including attorneys’ fees and expensesfees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Covered Person. Notwithstanding person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the preceding sentencebenefit of his or her heirs, executors and administrators; provided, however, that, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemniteeparagraph (b) below, the Corporation shall be required to indemnify a Covered Person any such person seeking indemnification in connection with a Proceeding proceeding (or part thereof) commenced initiated by such Covered Person person only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer of the Corporation in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of the Corporation. The right to indemnification conferred in this Article shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the DGCL requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other entity pursuant capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the certificate Corporation of incorporation and by-laws an undertaking, by or equivalent organizational documents on behalf of such other entity director or enterpriseofficer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article or otherwise. The Corporation may, by action of the board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”) Each person who was or is made a party or is threatened to be made a party to or otherwise is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he or she, she or a Person for person of whom he or she is the legal representative, is or was or has agreed to become a Director director or officer of the Corporation or, while a Director or officer of the Corporation, is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee, employee or agent or trustee of another entity corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving or having agreed to serve as a director or officer, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) against all expense, liability and loss suffered and expenses (including, including without limitation, attorneys’ fees and expensesfees, judgments, fines, ERISA excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Covered Person. Notwithstanding person in connection therewith and such indemnification shall continue as to a person who has ceased to serve in the preceding sentencecapacity which initially entitled such person to indemnity hereunder and shall inure to the benefit of his or her heirs, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemniteeexecutors and administrators; provided, however, that the Corporation shall be required to indemnify a Covered Person any such person seeking indemnification in connection with a Proceeding proceeding (or part thereof), other than a proceeding (or part thereof) commenced brought under Section 3 of this Article VI, initiated by such Covered Person person or his or her heirs, executors and administrators only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person was authorized by the BoardBoard of Directors. Any reference The right to an officer of the Corporation indemnification conferred in this Article 11 VI shall be deemed a contract right and shall include the right to refer exclusively be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the DGCL requires, the payment of such expenses incurred by a current, former or proposed director or officer in his or her capacity as a director or officer or proposed director or officer (and not in any other capacity in which service was or is or has been agreed to be rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the ChairmanCorporation of an undertaking, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity by or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body on behalf of such other entity pursuant indemnified person, to the certificate of incorporation and by-laws repay all amounts so advanced if it shall ultimately be determined that such indemnified person is not entitled to be indemnified under this Section or equivalent organizational documents of such other entity or enterpriseotherwise.

Right to Indemnification. The Corporation shall indemnify and hold harmless, (i) Subject to the fullest extent permitted by applicable law limitations and conditions as it presently exists or may hereafter be amendedprovided in this Section 17, each of (A) any Person who is or was an affiliate of the Company, (B) any Person who is or was a member, manager, partner, equityholder, director, officer, fiduciary or trustee of the Company or any affiliate of the Company, (C) any Person who is or was serving at the request of the Company or any affiliate of the Company as an officer, director, member, manager, partner, venturer, fiduciary, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic Person or other enterprise; provided, that a Person shall not be an Indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (D) any Specified Person (including in its capacity as a service provider to the Company or any of its direct or indirect subsidiaries), and (E) any Person the Board designates as an “Covered PersonIndemnitee” for purposes of this Agreement (an “Indemnitee”) who was or is made a party or is threatened to be made a party to or otherwise is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative arbitrative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a Person for of whom he or she is the legal representative, is or was a Director Member or officer of an Indemnitee, shall be indemnified by the Corporation orCompany to the fullest extent permitted by the Act, while a Director as the same exists or officer of may hereafter be amended, but subject to the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another entity or enterprise, including service with respect to employee benefit planslimitations expressly provided in this Agreement, against all liability judgments, penalties (including excise and loss suffered similar taxes and expenses (including, without limitation, attorneys’ fees and expenses, judgmentspunitive damages), fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, settlements and amounts paid or to be paid in settlementreasonable expenses (including attorneys’ fees) reasonably actually incurred by such Covered Person. Notwithstanding Indemnitee in connection with such Proceeding, and indemnification under this Section 17 shall continue as to a Person who has ceased to serve in the preceding sentencecapacity which initially entitled such Indemnitee to indemnity hereunder; provided, that, except to the extent such Indemnitee is entitled to or receives exculpation pursuant to Section 17(a), no Indemnitee shall be indemnified for any Liability actually incurred by such Indemnitee that is attributable to (1) such Indemnitee’s or its affiliates’ (the term “affiliates” excluding, for purposes hereof, the Company’s and its direct or indirect subsidiaries) fraud, gross negligence, willful misconduct, intentional and material breach of this Agreement or any other agreement executed by such Indemnitee with the Company, or, in the case of a criminal matter, such Person having acted or failed to act with knowledge that such conduct was unlawful, in each case, as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification determined by a final judgment, order or advancement decree of expenses an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected), (2) an Officer’s (other than any compulsory counterclaim brought by such indemniteeSpecified Officer) breach of fiduciary duties, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof3) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) proceedings initiated by the Covered Person was authorized Indemnitee or proceedings against the Company or any of its direct or indirect subsidiaries, (4) proceedings initiated by the BoardCompany or any of its direct or indirect subsidiaries against an employee, or (5) economic losses or tax obligations incurred by an Indemnitee as a result of owning Units. Any reference The rights granted pursuant to an officer of the Corporation in this Article 11 Section 17 shall be deemed contract rights, and no amendment, modification or repeal of this Section 17 shall have the effect of limiting or denying any such rights with respect to refer exclusively actions taken or Proceedings arising prior to any amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Section 17 could involve indemnification for negligence or under theories of strict liability. (ii) The indemnification provided by this Section 17(b) shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the Managers, as a matter of law or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers benefit of the Corporation appointed pursuant to Section 5.01 heirs, successors, assigns and administrators of the CorporationIndemnitee. (iii) An Indemnitee shall not be denied indemnification in whole or in part under this Section 17(b) because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise not prohibited by the terms of this Agreement. (iv) If an Indemnitee is entitled to advances or indemnification by a direct or indirect subsidiary of the Company with respect to a matter for which such Indemnitee is entitled to seek advances or indemnification under Section 17(b), then the Company’s By-lawsobligations to advance or indemnify hereunder shall be secondary to such subsidiary’s obligations to advance or indemnify and such subsidiary shall have no right to contribution from the Company with respect to such advances or indemnifications. If an affiliate of the Company (other than a direct or indirect subsidiary of the Company) advances expenses to or indemnifies an Indemnitee with respect to a matter for which such Indemnitee was entitled to seek advances or indemnification under Section 17(b), then the Company’s obligations to indemnify hereunder shall include reimbursement of such affiliate and such affiliate shall be deemed an Indemnitee hereunder for purposes of its entitlement to such reimbursement. Except as provided in the immediately preceding sentence, the provisions of this Section 17(b) are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any reference to an officer rights for the benefit of any other entity Persons. (v) No amendment, modification or other enterprise repeal of this Section 17(b) or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be deemed to refer exclusively to an officer appointed indemnified by the board Company, nor the obligations of directors the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 17(b) as in effect immediately prior to such amendment, modification or equivalent governing body repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such other entity pursuant to the certificate of incorporation and by-laws claims may arise or equivalent organizational documents of such other entity or enterprisebe asserted.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”) Each person who was or is made a party or is threatened to be made a party to or otherwise is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he or she, or a Person for person of whom he or she is the legal representative, is or was a Director director or officer of the Corporation or, while a Director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, employee or agent or trustee of another entity corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the fullest extent permitted by law, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss suffered and expenses (including, without limitation, including attorneys’ fees and expensesfees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Covered Person. Notwithstanding person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the preceding sentencebenefit of his or her heirs, executors and administrators; provided, however, that, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemniteeparagraph (b) hereof, the Corporation shall be required to indemnify a Covered Person any such person seeking indemnification in connection with a Proceeding proceeding (or part thereof) commenced initiated by such Covered Person person only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of the Board, provide indemnification to employees and agents of the Corporation in this Article 11 shall be deemed to refer exclusively to with the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer same scope and any other officers of effect as the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board foregoing indemnification of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterpriseofficers.

Right to Indemnification. The Corporation (a) Except for an action brought by the Company or a Member on the basis of an action of the Officer or Manager ultimately determined to constitute conduct falling within any of the circumstances in Sections 9.1(a) through 9.1(d), the Company shall indemnify and hold harmlessany person (each, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a an “Covered PersonIndemnitee”) who was or is a party or is threatened to be made a party to or otherwise involved any threatened, pending pending, or completed action, suit suit, or proceeding, whether civil, criminal, administrative administrative, arbitrative, or investigative (a “Proceeding”)investigative, by reason of the fact that he or she, or a Person for whom he or she is the legal representative, Indemnitee is or was a Director Member, Officer, or officer Manager of the Corporation orCompany, while a Director or officer is or was acting as an agent of the CorporationCompany, or is or was serving at the request of the Corporation Company as a manager, director, officerOfficer, partner, venturer, proprietor, trustee, employee, agent agent, or trustee similar functionary of another entity corporation, partnership, joint venture, trust, sole proprietorship, employee benefit plan, or other enterprise, against expenses (including service with respect attorneys’ fees) actually and reasonably incurred by the Indemnitee in connection therewith to the extent that the Indemnitee has been wholly successful on the merits or otherwise in defense of the action, suit, or proceeding. (b) The Company shall indemnify any Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, by reason of the fact that the Indemnitee is or was an Officer or Manager of the Company, or is or was acting as an agent of the Company, or is or was serving at the request of the Company as a manager, director, Officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another corporation, partnership, joint venture, trust, sole proprietorship, employee benefit plansplan, or other enterprise, against all liability and loss suffered and expenses (including, without limitation, including attorneys’ fees fees) actually and expensesreasonably incurred by the Indemnitee, and against judgments, penalties (including excise and similar taxes), fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or in settlement by the Indemnitee in connection therewith, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed, in the case of conduct in the Indemnitee’s official capacity, to be paid in settlement) reasonably incurred by such Covered Person. Notwithstanding the preceding sentencebest interests of the Company or, except as otherwise provided in Section 11.3 with respect all other cases, to Proceedings be not opposed to enforce rights to indemnification or advancement the best interests of expenses or the Company and, with respect to any compulsory counterclaim brought criminal action or proceeding, if the Indemnitee had no reasonable cause to believe the Indemnitee’s conduct was unlawful, except that if the Indemnitee is found liable to the Company or is found liable on the basis that personal benefit improperly was received by such indemniteethe Indemnitee, the Corporation shall be required indemnification provided pursuant to indemnify a Covered Person this Section 9.2: (i) is limited to expenses actually and reasonably incurred by the Indemnitee in connection with a Proceeding the proceeding and (ii) will not be made in respect of any proceeding in which the Indemnitee is found liable for willful or part thereof) commenced by such Covered Person only if intentional misconduct in the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer performance of the Corporation Indemnitee’s duty to the Company. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that the Indemnitee did not act in this Article 11 shall good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, that the Indemnitee had reasonable cause to believe that the Indemnitee’s conduct was unlawful. An Indemnitee will be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer have been found liable in respect of any other entity claim, issue, or other enterprise shall be deemed to refer exclusively to an officer appointed matter only after the Indemnitee has been so adjudged by the board a court of directors or equivalent governing body competent jurisdiction after exhaustion of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterpriseall appeals therefrom.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”) who was or If Indemnitee is made a party or is threatened to be made a party to or otherwise is involved (including, without limitation, as a witness) in any threatened, pending actual or completed threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he or she, or a Person for whom he or she is the legal representative, Indemnitee is or was a Director or officer an Officer of the Corporation or, while a Director Company (or officer of any subsidiary of the Corporation, Company) or is or was serving at the request of the Corporation as a director, officer, employee, agent Company or trustee of another entity or enterprisethe Board, including service with respect to any employee benefit plansplan or any subsidiary of the Company, whether the basis of such proceeding is alleged action in an official capacity as a Director or an Officer or in any other capacity while serving as a Director or an Officer, Indemnitee shall be indemnified and held harmless by the Company to the fullest extent permitted by Section 18-108 of the Delaware Limited Liability Company Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), or by other applicable law as then in effect, against all expense, liability and loss suffered and expenses (including, without limitation, including attorneys’ fees and expensesfees, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by Indemnitee in connection therewith and such Covered Person. Notwithstanding indemnification shall continue after Indemnitee has ceased to be a Director or an Officer and shall inure to the preceding sentencebenefit of Indemnitee’s heirs, executors and administrators; provided, however, that except as otherwise provided in Section 11.3 2 of this Agreement with respect to Proceedings proceedings seeking to enforce rights to indemnification or to advancement of expenses or with respect to any compulsory counterclaim brought by such indemniteeexpenses, the Corporation Company shall be required to indemnify a Covered Person Indemnitee in connection with a Proceeding proceeding (or part thereof) commenced initiated by such Covered Person Indemnitee only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer of the Corporation in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterprise.

Right to Indemnification. The Corporation shall indemnify and hold harmlessAs stated in the Company's By-laws, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”) "Each person who was or is a party or is threatened to be made a party to or otherwise is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”"proceeding"), by reason of the fact that he or shehe, or a Person for person of whom he or she is the legal representative, is or was a Director director or officer of the Corporation or, while a Director corporation or officer of the Corporation, is or was serving at the request of the Corporation corporation as a director, officer, employee, employee or agent or trustee of another entity corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action or inaction in an official capacity or in any other capacity while serving as director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent permitted by the General Corporation Law of Delaware, as amended from time to time, against all liability costs, charges, expenses, liabilities and loss suffered and expenses losses (including, without limitation, including attorneys’ fees and expenses' fees, judgments, fines, ERISA excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Covered Person. Notwithstanding person in connection therewith, and that indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the preceding sentencebenefit of his heirs, executors and administrators; provided, however, that, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemniteesection 6.2, the Corporation corporation shall be required to indemnify a Covered Person any such person seeking indemnification in connection with a Proceeding proceeding (or part thereof) commenced initiated by such Covered Person that person, only if the commencement of such Proceeding that proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference The right to indemnification conferred in these by-laws shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the General Corporation Law of Delaware, as amended from time to time, requires, the payment of such expenses incurred by a director or officer in his capacity as a director or officer (and not in any other capacity in which service was or is rendered by that person while a director or officer, including, without limitation, service to an officer employee benefit plan) in advance of the Corporation in this Article 11 final disposition of a proceeding shall be deemed to refer exclusively made only upon delivery to the Chairmancorporation of an undertaking, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity by or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body on behalf of such other entity pursuant director or officer, to the certificate of incorporation and repay all amounts so advanced, if it shall ultimately be determined that such director or officer is not entitled to be indemnified under these by-laws or equivalent organizational documents otherwise. The corporation may, by action of such other entity or enterpriseits Board, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers."

Right to Indemnification. The Corporation shall indemnify and hold harmless, to To the fullest extent permitted by applicable law as it presently exists or may hereafter be amendedlaw, any the Company shall indemnify each Person (a “Covered Person”) who was has been or is a party or is threatened to be made a party to or otherwise involved any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, investigative or investigative appellate (a “Proceeding”)regardless of whether such action, suit or proceeding is by or in the right of the Company or by third parties) by reason of the fact that he or she, or a such Person for whom he or she is the legal representative, is or was a Director Member or officer Manager of the Corporation orCompany, while a Director or officer of the Corporation, is or was serving at the request of the Corporation Company as a director, officer, employee, agent officer or trustee in any other comparable position of another entity or enterprise, including service with respect to employee benefit plans, any Other Enterprise against all liability liabilities and loss suffered expenses, including, without limitation, judgments, amounts paid in settlement, attorneys’ fees, excise taxes or penalties, fines and expenses other expenses, actually and reasonably incurred by such Person in connection with such action, suit or proceeding (including, without limitation, attorneys’ fees the investigation, defense, settlement or appeal of such action, suit or proceeding), if such Person discharged such Person’s duties in good faith and expenses, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or in a manner such Person reasonably believed to be paid in settlement) reasonably incurred by such Covered Person. Notwithstanding or not opposed to the preceding sentencebest interests of the Company and, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by criminal action or proceeding, if such indemniteePerson had no reasonable cause to believe that such Person’s conduct was unlawful; provided, however, that the Corporation Company shall not be required to indemnify a Covered or advance expenses to any Person from or on account of such Person’s conduct that was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct; provided, further, that the Company shall not be required to indemnify or advance expenses to any Person in connection with a Proceeding (an action, suit or part thereof) commenced proceeding initiated by such Covered Person only if unless the commencement initiation of such Proceeding (action, suit or part thereof) proceeding was authorized in advance by the Covered Person was authorized Member; provided, further, that a Member or Manager shall be indemnified hereunder only for those actions taken or omitted to be taken by such Member or Manager in connection with the management of the business and affairs of the Company or any Other Enterprise and that the provisions of this Section 5.12 are not intended to extend indemnification to the Member or any Manager for any actions taken or omitted to be taken by the Board. Any reference to an officer Member or Manager in any other connection, including, but not limited to, any other express obligation of the Corporation Member or Manager undertaken in this Article 11 Agreement. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or under a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such Person seeking indemnification did not discharge such Person’s duties in good faith and in a manner such Person reasonably believed to be deemed to refer exclusively in or not opposed to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers best interests of the Corporation appointed pursuant Company, that such Person had reasonable cause to Section 5.01 of the Corporationbelieve that such Person’s By-lawsconduct was unlawful with respect to any criminal action or proceeding, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors that such Person’s conduct was knowingly fraudulent, deliberately dishonest or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterprisewillful misconduct.

Right to Indemnification. The Corporation Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any each Person (a “Covered Person”) who was has been or is a party or is threatened to be made a party to or otherwise involved any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, investigative or investigative appellate (a “Proceeding”)regardless of whether such action, suit or proceeding is by or in the right of the Company or by third parties) by reason of the fact that he or she, or a such Person for whom he or she is the legal representative, is or was a Director Member or officer Manager of the Corporation orCompany, while a Director or officer of the Corporation, is or was serving at the request of the Corporation Company as a director, officer, employee, agent officer or trustee in any other comparable position of another entity or enterprise, including service with respect to employee benefit plans, any Other Enterprise against all liability liabilities and loss suffered expenses, including, without limitation, judgments, amounts paid in settlement, attorneys’ fees, excise taxes or penalties, fines and expenses other expenses, actually and reasonably incurred by such Person in connection with such action, suit or proceeding (including, without limitation, attorneys’ fees the investigation, defense, settlement or appeal of such action, suit or proceeding); provided, however, that if the Company brings such suit against such Person as Member, Manager, employee or agent of the Company and expensesa court of competent jurisdiction finds that such Person is liable to the Company, judgments, fines, excise taxes no indemnification may be granted for claims or penalties settlements paid to the Company unless and to the extent that a court of competent jurisdiction determines under the Employee Retirement Income Security Act of 1974circumstances such indemnity is fair, as amended, reasonable and amounts paid or to be paid in settlement) reasonably incurred by such Covered Person. Notwithstanding appropriate; additionally that the preceding sentence, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation Company shall not be required to indemnify a Covered or advance expenses to any Person from or on account of such Person’s conduct that was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct; provided, further, that the Company shall not be required to indemnify or advance expenses to any Person in connection with a Proceeding (an action, suit or part thereof) commenced proceeding initiated by such Covered Person only if unless the commencement initiation of such Proceeding (action, suit or part thereof) proceeding was authorized in advance by the Covered Person was authorized Managers; provided, further, that a Manager shall be indemnified hereunder only for those actions taken or omitted to be taken by such Manager in the Board. Any reference to an officer discharge of such Manager’s obligations for the management of the Corporation business and affairs of the Company and that the provisions of this Section 5.13 are not intended to extend indemnification to any Manager for any obligations of such Manager undertaken in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the CorporationAgreement in such Manager’s By-laws, and any reference to an officer capacity as a Member. The termination of any other entity action, suit or other enterprise proceeding by judgment, order, settlement, conviction or under a plea of nolo contendere or its equivalent, shall be deemed not, of itself, create a presumption that such Person’s conduct was finally adjudged to refer exclusively to an officer appointed by the board of directors have been knowingly fraudulent, deliberately dishonest or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterprisewillful misconduct.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”a) Each person who was or is a party or is threatened to be made a party to to, or was or is otherwise involved in, any action, suit, arbitration, alternative dispute resolution mechanism, investigation, inquiry, judicial, administrative or legislative hearing, or any other threatened, pending or completed action, suit or proceeding, whether brought by or in the right of the Corporation or otherwise, including any and all appeals, whether of a civil, criminal, administrative administrative, legislative, investigative or investigative other nature (hereinafter a “Proceedingproceeding”), 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 Director director or an officer of the Corporation or, or while a Director director or an officer of the Corporation, Corporation is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another entity corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plansplan (hereinafter an “indemnitee”), or by reason of anything done or not done by him or her in any such capacity, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, against all expense, liability and loss suffered and expenses (including, without limitation, including attorneys’ fees and expensesfees, judgments, fines, ▇▇▇▇▇ excise taxes or taxes, penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid in settlement by or to be paid in settlementon behalf of the indemnitee) actually and reasonably incurred by such Covered Person. Notwithstanding indemnitee in connection therewith, all on the preceding sentenceterms and conditions set forth in these Bylaws; provided, however, that, except as otherwise required by law or provided in Section 11.3 6.4 with respect to Proceedings suits to enforce rights to under this Article VI, the Corporation shall indemnify any such indemnitee in connection with a proceeding, or part thereof, voluntarily initiated by such indemnitee (including claims and counterclaims, whether such counterclaims are asserted by such indemnitee or the Corporation in a proceeding initiated by such indemnitee) only if such proceeding, or part thereof, was authorized or ratified by the Board of Directors or the Board of Directors otherwise determines that indemnification or advancement of expenses is appropriate. (b) To receive indemnification under this Article VI, an indemnitee shall submit a written request to the Secretary (or other officer designated by the Board) of the Corporation. Such request shall include documentation or information that is necessary to determine the entitlement of the indemnitee to indemnification and that is reasonably available to the indemnitee. Upon receipt by the Secretary (or other officer designated by the Board) of the Corporation of such a written request, unless indemnification is required by Section 6.3, the entitlement of the indemnitee to indemnification shall be determined by the following person or persons who shall be empowered to make such determination, as selected by the Board of Directors (except with respect to clause (v) of this Section 6.1(b)): (i) the Board of Directors by a majority vote of the directors who are not parties to such proceeding, whether or not such majority constitutes a quorum; (ii) a committee of such directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the indemnitee; (iv) the stockholders of the Corporation; or (v) in the event that a change of control (as defined below) has occurred, by independent legal counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the indemnitee. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Corporation not later than 60 days after receipt by the Secretary (or other officer designated by the Board) of the Corporation of a written request for indemnification. For purposes of this Section 6.1(b), a “change of control” will be deemed to have occurred if, with respect to any compulsory counterclaim brought by such indemniteeparticular 24-month period, the Corporation individuals who, at the beginning of such 24-month period, constituted the Board of Directors (the “incumbent board”), cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to the beginning of such 24-month period whose election, or nomination for election by the stockholders of the Corporation, was approved by a vote of at least a majority of the directors then comprising the incumbent board shall be required considered as though such individual were a member of the incumbent board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to indemnify the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Covered Person in connection with a Proceeding person other than the Board of Directors. (or part thereofc) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer of the Corporation in this Article 11 VI shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer the Secretary and any other officers officer of the Corporation (1) appointed by the Board of Directors pursuant to Section 5.01 5.1 or (2) designated by the Board of Directors as such for purposes of Section 16 of the Corporation’s By-lawsExchange Act, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity enterprise pursuant to the certificate of incorporation and by-laws bylaws (or equivalent organizational documents documents) of such other entity enterprise. The fact that any person who is or enterprisewas an employee of the Corporation or an employee of any other enterprise has been given or has used the title of “Vice President” or any other title that could be construed to suggest or imply that such person is or may be an officer of the Corporation or of such other enterprise shall not, by itself, result in such person being constituted as, or being deemed to be, an officer of the Corporation or of such other enterprise for purposes of this Article VI.

Right to Indemnification. The Corporation shall indemnify and hold harmless, Subject to the fullest extent permitted by applicable law limitations and conditions as it presently exists or may hereafter be amendedprovided in this Article, any Person (a “Covered Person”) each person who was or is made a party or is threatened to be made a party to or otherwise is involved in any threatenedProceeding, pending or completed actionany appeal in such a Proceeding, suit or proceeding, whether civil, criminal, administrative any inquiry or investigative (investigation that could lead to such a “Proceeding”), by reason of the fact that he or she, or a Person for person of whom he or she is the legal representative, is or was a Director Member or officer Manager of the Corporation or, Company or while a Director Member or officer Manager of the Corporation, Company is or was serving at the request of the Corporation Company as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent agent, or trustee similar functionary of another entity foreign or enterprisedomestic limited liability company, including service with respect to corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plansplan or other enterprise shall be indemnified by the Company to the fullest extent permitted by the TBOC, as the same exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against all liability judgments, penalties (including excise and loss suffered similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorneys’ fees and expenses, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlementattorney's fees) reasonably actually incurred by such Covered Personperson in connection with such Proceeding, and indemnification under this Article shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder. Notwithstanding The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal of this Article shall have the preceding sentence, except as otherwise provided in Section 11.3 effect of limiting or denying any such rights with respect to Proceedings to enforce rights to indemnification actions taken or advancement of expenses or with respect Proceeding arising prior to any compulsory counterclaim brought by such indemniteeamendment, modification or repeal. It is expressly acknowledged that the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer of the Corporation indemnification provided in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers could involve indemnification for negligence or under theories of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterprisestrict liability.

Right to Indemnification. The Corporation shall indemnify and hold harmless, (a) Each person (hereinafter referred to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a an “Covered Personindemnitee”) who was or is made a party or is threatened to be made a party to to, or is otherwise involved in, any threatenedaction, pending suit, arbitration, alternative dispute mechanism, inquiry, administrative or legislative hearing, investigation or any other actual, threatened or completed actionproceeding, suit or proceedingincluding any and all appeals, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he or she, she (i) is or was an employee providing service to an employee benefit plan in which the Corporation or any of its subsidiaries or affiliates participates or is a Person for whom he participating company or she is the legal representative, (ii) is or was a Director director or an officer of the Corporation or, while a Director or officer of the Corporation, is or was serving at the request of the Corporation as a director, director or officer (including elected or appointed positions that are equivalent to director or officer, employee, agent or trustee ) of another entity corporation, partnership, joint venture, trust or other enterprise, including service with respect whether the basis of such proceeding is alleged action in an official capacity as a director or officer (or equivalent) or in any other capacity while serving as a director or officer (or equivalent), shall be indemnified and held harmless by the Corporation to employee benefit plansthe fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, against all expense, liability and loss suffered and expenses (including, without limitation, including attorneys’ fees and expensesfees, judgments, fines, excise taxes or penalties under the Employee Employment Retirement Income Security Act of 1974, as amended, 1974 excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Covered Person. Notwithstanding the preceding sentenceindemnitee in connection therewith; provided, however, that, except as otherwise provided in Section 11.3 7.3 with respect to Proceedings proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemniteeindemnification, the Corporation shall be required to indemnify a Covered Person any such indemnitee in connection with a Proceeding proceeding (or part thereof) commenced initiated by such Covered Person indemnitee only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person was authorized or ratified by the Board. (b) To receive indemnification under this Section 7.1, an indemnitee shall submit a written request to the secretary of the Corporation. Any reference Such request shall include documentation or information that is necessary to an officer determine the entitlement of the indemnitee to indemnification and that is reasonably available to the indemnitee. Upon receipt by the secretary of the Corporation of such a written request, the entitlement of the indemnitee to indemnification shall be determined by the following person or persons who shall be empowered to make such determination: (i) the Board by a majority vote of the directors who are not parties to such proceeding, whether or not such majority constitutes a quorum, (ii) a committee of such directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum, (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion to the Board, a copy of which shall be delivered to the indemnitee, (iv) the stockholders of the Corporation or (v) in the event that a change of control (as defined below) has occurred, by independent legal counsel in a written opinion to the Board, a copy of which shall be delivered to the indemnitee. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Corporation not later than 60 days after receipt by the secretary of the Corporation of a written request for indemnification. For purposes of this Article 11 shall Section 7.1(b), a “change of control” will be deemed to refer exclusively to have occurred if the Chairmanindividuals who, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers as of the Corporation appointed pursuant effective date of these Bylaws, constitute the Board (the “incumbent board”) cease for any reason to Section 5.01 constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to such effective date whose election, or nomination for election by the stockholders of the Corporation’s By-laws, and any reference to an officer was approved by a vote of any other entity or other enterprise at least a majority of the directors then comprising the incumbent board shall be deemed considered as though such individual were a member of the incumbent board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to refer exclusively to an officer appointed by the board election or removal of directors or equivalent governing body other actual or threatened solicitation of such proxies or consents by or on behalf of a person other entity pursuant to than the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterpriseBoard.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”) Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter, 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 Director director or officer of the Corporation or, while a Director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, employee or agent or trustee of another entity corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plansplan (hereinafter, an "Indemnitee"), whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss suffered and expenses (including, without limitation, including attorneys’ fees and expenses' fees, judgments, fines, ERISA excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Covered Person. Notwithstanding Indemnitee in connection therewith and such indemnification shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the preceding sentencebenefit of the Indemnitee's heirs, executors and administrators; PROVIDED, HOWEVER, that, except as otherwise provided in Section 11.3 3 of this Article IV with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemniteeindemnification, the Corporation shall be required to indemnify a Covered Person any such Indemnitee in connection with a Proceeding (or part thereof) commenced initiated by such Covered Person Indemnitee only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer Board of the Corporation in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 Directors of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterprise.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”) Each person who was or is a party or is threatened to be made a party to or otherwise is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), proceeding by reason of the fact that he or she, or a Person for person of whom he or she is the legal representative, is or was a Director director or officer of the Corporation or, while a Director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, partner (limited or general) or agent or trustee of another entity corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, including service with respect to an employee benefit plansplan, shall be (and shall be deemed to have a contractual right to be) indemnified and held harmless by the Corporation (and any successor to the Corporation by merger or otherwise) to the fullest extent authorized by, and subject to the conditions and (except as provided herein) procedures set forth in the DGCL, as the same exists or may hereafter be amended (but any such amendment shall not be deemed to limit or prohibit the rights of indemnification hereunder for past acts or omissions of any such person insofar as such amendment limits or prohibits the indemnification rights that said law permitted the Corporation to provide prior to such amendment), against all liability expenses, liabilities and loss suffered and expenses losses (including, without limitation, including attorneys’ fees and expensesfees, judgments, fines, excise taxes ERISA truces or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Covered Person. Notwithstanding the preceding sentenceperson in connection therewith; provided, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemniteehowever, that the Corporation shall be required to indemnify a Covered Person any such person seeking indemnification in connection with a Proceeding proceeding (or part thereof) commenced initiated by such Covered Person person (except for a suit or action pursuant to Section 6.2 hereof) only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer Board of Directors of the Corporation in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other Corporation. Persons who are not directors or officers of the Corporation appointed pursuant and are not so serving at the request of the Corporation may be similarly indemnified in respect of such service to Section 5.01 the extent authorized at any time by the Board of Directors of the Corporation’s By-laws, . The indemnification conferred in this Section 6.1 also shall include the right to be paid by the Corporation (and any reference to an officer such successor) the expenses (including attorneys’ fees) incurred in the defense of any other entity or other enterprise involvement in any such proceeding in advance of its final disposition; provided, however, that, if and to the extent the DGCL requires, the payment of such expenses (including attorneys’ fees) incurred by a director or officer in advance of the final disposition of a proceeding shall be deemed made only upon delivery to refer exclusively to the Corporation of an officer appointed undertaking by the board of directors or equivalent governing body on behalf of such director or officer to repay all amounts so paid in advance if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 6.1 or otherwise; and provided further, that, such expenses incurred by other entity pursuant to employees and agents may be so paid in advance upon such terms and conditions, if any, as the certificate Board of incorporation and by-laws or equivalent organizational documents of such other entity or enterpriseDirectors deems appropriate.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”) Each person who was or is made a party to or is threatened to be made a party to or otherwise is involuntarily involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she, or a Person for person of whom he or she is the legal representative, is or was a Director director or officer of the Corporation or, while a Director corporation or officer of the Corporation, is or was serving (during such person’s tenure as director or officer) at the request of the Corporation corporation, any other corporation, partnership, joint venture, trust or other enterprise in any capacity, whether the basis of a Proceeding is an alleged action in an official capacity as a director, director or officer or in any other capacity while serving as a director or officer, employeeshall be indemnified and held harmless by the corporation to the fullest extent authorized by California General Corporation Law, agent as the same exists or trustee may hereafter be amended (but, in the case of another entity or enterpriseany such amendment, including service with respect only to employee benefit plansthe extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expenses, liability and loss suffered and expenses (including, without limitation, including attorneys’ fees and expensesfees, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Covered Personperson in connection therewith. Notwithstanding the preceding sentence, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending a Proceeding in advance of its final disposition; provided, however, that, if California General Corporation Law requires, the payment of such expenses in advance of the final disposition of a Proceeding shall be made only upon receipt by the corporation of an undertaking by or advancement on behalf of expenses such director or officer to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section or otherwise. No amendment to or repeal of this Section 5.05 shall apply to or have any effect on any right to indemnification provided hereunder with respect to any compulsory counterclaim brought by acts or omissions occurring prior to such indemnitee, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (amendment or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer of the Corporation in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterpriserepeal.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”) Each person who was or is made a party to 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 (hereinafter a “Proceedingproceeding”), by reason of the fact that he or she, or a Person for person of whom he or she is the legal representative, is or was a Director director or officer of the Corporation or, while a Director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent director or trustee officer of another entity corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plansplan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss suffered and expenses (including, without limitation, attorneys’ fees and expensesfees, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Covered Person. Notwithstanding indemnitee in connection therewith, and such indemnification shall continue with respect to an indemnitee who has ceased to be a director or officer and shall inure to the preceding sentencebenefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as otherwise provided in Section 11.3 paragraph (B) hereof with respect to Proceedings proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemniteeindemnification, the Corporation shall be required to indemnify a Covered Person any such indemnitee in connection with a Proceeding (or part thereof) commenced proceeding initiated by such Covered Person indemnitee only if the commencement of such Proceeding (or part thereof) by the Covered Person proceeding was authorized by the Board. Any reference to an officer Board of Directors of the Corporation Corporation. The right to indemnification conferred in this Article 11 IX shall be deemed a contract right and shall include the right to refer exclusively be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL requires, an advancement of expenses incurred by an indemnitee shall be made only upon delivery to the ChairmanCorporation of an undertaking (hereinafter an “undertaking”), Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity by or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body on behalf of such other entity pursuant indemnitee, to the certificate of incorporation and by-laws repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Article IX or equivalent organizational documents of such other entity or enterpriseotherwise.

Right to Indemnification. The Corporation shall indemnify and hold harmless, Notwithstanding anything herein to the fullest extent permitted by applicable law as it presently exists or may hereafter contrary, Seller shall not be amended, any Person obligated to indemnify Parent and Buyer under this Article 10 unless the aggregate of all Damages to Parent and Buyer collectively exceed Twenty-Five Thousand Dollars (a $25,000) (the “Covered Person”) who was or is a party or is threatened to be made a party to or otherwise involved any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “ProceedingSeller’s Basket”), 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 Director or officer of the Corporation or, while a Director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another entity or enterprisein which case Parent and Buyer shall be entitled to recover all Damages, including service the amount equal to the Seller’s Basket; provided, however, that the Seller’s Basket shall not apply to any Damages relating to Taxes. The maximum aggregate liability of Seller for indemnification payable under this Agreement shall not exceed the payments and consideration that Seller is entitled to receive from Buyer in accordance with respect to employee benefit plansterms and conditions of this Agreement, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees the closing cash payment of $1,000,000 (minus any Liabilities that Seller identifies in Schedule 7.10 as being satisfied and expensesdischarged with such closing cash payment on the Closing Date), judgmentsthe Milestone Payment, finesthe royalties payable to Seller pursuant to Section 2.3 of this Agreement and the Warrant(s) (or other consideration) issuable to Seller pursuant to Section 2.4 of this Agreement; provided, excise taxes however, that nothing shall limit Buyer or penalties under Parent’s respective rights to a temporary restraining order or preliminary or permanent injunctive relief to enjoin any breach or threatened breach hereof. The right to indemnification, payment of Damages or other remedy based on the Employee Retirement Income Security Act representations, warranties, covenants and obligations of 1974the Indemnitor contained herein will not be affected by any investigation or diligence conducted by the Indemnitee with respect to, as amendedor any knowledge acquired (or capable of being acquired) by the Indemnitor, at any time whether before or after the executed and amounts paid delivery of this Agreement or to be paid in settlement) reasonably incurred by such Covered Person. Notwithstanding the preceding sentenceClosing Date, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification the accuracy or advancement inaccuracy of expenses or with respect to compliance with, any compulsory counterclaim brought by such indemniteerepresentation, warranty, covenant or obligation. In determining the Corporation amount of any indemnity, there shall be required to indemnify a Covered Person in connection with a Proceeding (taken into account any insurance proceeds or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (other similar recovery or part thereof) offset realized, directly or indirectly, by the Covered Person was authorized party to be indemnified. In no event shall any Tax benefit obtained or obtainable by the Board. Any reference to an officer Indemnitee be taken into account in determining the amount of the Corporation in this Article 11 Damages, and all Damages shall be deemed increased to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer take account of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed Tax cost incurred by the board Indemnitee arising from receipt or accrual of directors or equivalent governing body of indemnity payments (grossed up for such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterpriseincrease).

Right to Indemnification. (a) The Corporation shall Company may indemnify and hold harmless, to the fullest extent permitted by applicable law the Act all persons whom it may indemnify pursuant thereto and in the manner prescribed thereby. (b) To the fullest extent permitted by the Act, as it presently the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement, only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Act permitted the Company to provide prior to such amendment, substitution or replacement), the Company shall indemnify, hold harmless, defend, pay and reimburse any Covered Person (a as hereinafter defined) against any and all losses, claims, damages, judgments, fines or liabilities, including reasonable legal fees or other expenses incurred in investigating or defending against such losses, claims, damages, judgments, fines or liabilities, and any amounts expended in settlement of any claims (collectively, “Covered PersonLosses”) who was to which such Covered Person may become subject by reason of: (i) Any act or is a party omission or is threatened alleged act or omission performed or omitted to be made a party to or otherwise involved any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason performed on behalf of the Company, any Member, or any direct or indirect subsidiary of the foregoing in connection with the business of the Company; or (ii) The fact that he or she, or a such Covered Person for whom he or she is the legal representative, is or was a Director or officer acting in connection with the business of the Corporation orCompany as a partner, while a Director member, stockholder, controlling affiliate, manager, director, officer, employee or officer agent of the CorporationCompany, any Member, or any of their respective controlling affiliates, or that such Covered Person is or was serving at the request of the Corporation Company as a partner, member, manager, director, officer, employee or agent of any person or entity including the Company or any Company subsidiary; provided, however, that such Covered Person acted in good faith and in a manner reasonably believed by such Covered Person to be in, or not opposed to, the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, in each case as determined (1) by a majority vote of all of the managers who are not parties or affiliates of parties to such action, suit or proceeding even though less than a quorum, or (2) if there are no such managers, or if such managers so direct, by independent legal counsel in a written opinion or (3) by the Member (unless the Member is a party or affiliate of a party to such action, suit or proceeding). In connection with the foregoing, the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Covered Person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or proceeding, had reasonable cause to believe that such Covered Person’s conduct was unlawful. (c) The Company shall pay the expenses (including attorneys’ fees) incurred by an indemnitee in defending any proceeding in advance of its final disposition upon delivery to the Company of an undertaking, by or on behalf of such indemnified person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified person is not entitled to be indemnified under this Article VII or otherwise. (d) The provisions of this Section 7.02 shall continue to afford protection to each Covered Person regardless of whether such Covered Person remains in the position or capacity pursuant to which such Covered Person became entitled to indemnification under this Section 7.02 and shall inure to the benefit of the executors, administrators, legatees and distributees of such Covered Person. (e) Notwithstanding anything contained herein to the contrary, any indemnity by the Company relating to the matters covered in this Section 7.02 shall be provided out of and to the extent of Company assets only, and no Member (unless such Member otherwise agrees in writing) shall have personal liability on account thereof or shall be required to make additional capital contributions to help satisfy such indemnity by the Company. (f) If this Section 7.02 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each Covered Person pursuant to this Section 7.02 to the fullest extent permitted by any applicable portion of this Section 7.02 that shall not have been invalidated and to the fullest extent permitted by applicable law. (g) As used herein, the term “Covered Person” shall mean each manager, officer, employee, agent or trustee of another entity or enterprise, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees and expenses, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer representative of the Corporation in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterpriseCompany.

Right to Indemnification. The Corporation shall indemnify and hold harmless, Subject to the fullest extent permitted by applicable law limitations and conditions as it presently exists or may hereafter be amendedprovided in this Section, any each Person (a “Covered Person”) who was or is made a party or is threatened to be made a party to or otherwise is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative administrative, arbitrative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a Person for of whom he or she is the legal representative, is or was a Director Member, a Manager or officer of the Corporation orOfficer, or while a Director Member, a Manager or officer of the Corporation, Officer is or was serving at the request of the Corporation Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or trustee similar functionary of another entity foreign or enterprisedomestic limited liability company, including service with respect to corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plans, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees and expenses, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer of the Corporation in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity plan or other enterprise shall be deemed to refer exclusively to an officer appointed indemnified by the board Company to the fullest extent permitted by the Delaware Act, as the same exist or may hereafter be amended (but, in the case of directors or equivalent governing body of any such other entity amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including attorneys’ fees) actually incurred by such Person in connection with such Proceeding, and indemnification under this Section shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section shall be deemed contract rights, and no amendment, modification or repeal of this Section shall have the certificate effect of incorporation and by-laws limiting or equivalent organizational documents denying any such rights with respect to actions taken or Proceedings arising prior to any amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article V could involve indemnification for negligence or under theories of such other entity or enterprisestrict liability.

Right to Indemnification. The Corporation (a) No Director shall indemnify and hold harmlessbe liable to the Company, any Subsidiary of the Company, the Members or any Affiliate of a Member for any loss, damage or claim incurred by reason of any act or omission of such Director arising from the performance of such Director’s obligations or duties under this Agreement, except that a Director shall be liable for any such loss, damage or claim incurred by reason of such Director’s fraud, willful misfeasance, bad faith or gross negligence or reckless disregard of such Director’s duties with respect to such acts or omissions. To the fullest extent permitted by applicable law as it presently exists law, a Director shall be entitled to indemnification from the Company for all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in a settlement approved by the Company and counsel fees and disbursements) incurred by such Director by reason of any act or omission of such Director arising from the performance of such Director’s obligations or duties under this Agreement, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Director may hereafter be amendedmade party by reason of being or having been a Director or as contemplated by Delaware law, a director, officer, employee, partner, member, advisor or agent of the Investment Adviser in such capacity, except that no Director shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Director by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of such Director’s duties with respect to such acts or omissions. (b) No Officer shall be liable for monetary damages to the Company or any Subsidiary of the Company, for any loss, damage or claim incurred by reason of any act or omission arising from the performance of such Officer’s obligations or duties in connection with the Company, except that an Officer shall be liable for any such loss, damage or claim incurred by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of such Officer’s duties with respect to such acts or omissions. To the fullest extent permitted by applicable law, an Officer shall be entitled to indemnification from the Company for all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in a settlement approved by the Company and counsel fees and disbursements) incurred by such Officer by reason of any act or omission of such Officer arising from the performance of such Officer’s obligations or duties under this Agreement, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Officer may hereafter be made party by reason of being or having been a Officer or as contemplated by Delaware law, a director, officer, employee, partner, member, advisor or agent of the Investment Adviser in such capacity, except that no Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Officer by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of such Officer’s duties with respect to such acts or omissions. (c) Any Officer and any Person (a “Covered Person”) who was or is a party or is threatened to be made a party to or otherwise involved any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), other than an action by or in the right of the Company) by reason of the fact that he or she, or a the Person for whom he or she is the legal representative, is or was a Director director, officer, employee or officer agent of the Corporation orCompany, while a Director or officer of the Corporation, is or was serving at the Company’s request of the Corporation as a director, officer, employee, employee or agent or trustee of another entity or enterprisePerson (each an “Officer/Employee Indemnified Party”), including service with respect shall be entitled to employee benefit plans, against all liability and loss suffered and indemnification from the Company for (i) expenses (including, without limitation, attorneys’ fees and expensesincluding attorney’s fees), judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, fines and amounts paid or to be paid in settlement) settlement actually and reasonably incurred by such Covered Person. Notwithstanding Officer/Employee Indemnified Party in connection with such action, suit or proceeding if such Officer/Employee Indemnified Party acted in good faith and in a manner such Officer/Employee Indemnified Party reasonably believed to be in or not opposed to the preceding sentenceCompany’s best interests, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or and, with respect to any compulsory counterclaim brought criminal action or proceeding, had no reasonable cause to believe that such Officer/Employee Indemnified Party’s conduct was unlawful and (ii) to the fullest extent permitted by such indemniteeDelaware law, any and all losses, claims, damages, liabilities, that relate to the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer operations of the Corporation Company as set forth in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterpriseAgreement.

Right to Indemnification. The Corporation shall indemnify and hold harmless, (i) Subject to the fullest extent permitted by applicable law limitations and conditions as it presently exists or may hereafter be amendedprovided in this Section 17, each of (A) any Person who is or was an affiliate of the Company, (B) any Person who is or was a member, manager, partner, equityholder, director, officer, fiduciary or trustee of the Company or any affiliate of the Company, (C) any Person who is or was serving at the express request of the Company or any affiliate of the Company as an officer, director, member, manager, partner, venturer, fiduciary, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic Person or other enterprise; provided, that a Person shall not be an Indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (D) any Specified Person (including in its capacity as a service provider to the Company or any of its direct or indirect subsidiaries), and (E) any Person the Board designates as an “Covered PersonIndemnitee” for purposes of this Agreement (each, an “Indemnitee”) ), in each case, who was or is made a party or is threatened to be made a party to or otherwise is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative arbitrative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a Person for of whom he or she is the legal representative, is or was a Director Member or officer of the Corporation or, while a Director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another entity or enterprise, including service with respect to employee benefit plans, against all liability and loss suffered and expenses an Indemnitee (including, without limitationfor the avoidance of doubt, attorneys’ fees the role or position that qualified such Person to be an Indemnitee), shall be indemnified by the Company to the fullest extent permitted by the Act, as the same exists or may hereafter be amended, but subject to the limitations expressly provided in this Agreement, against judgments, penalties (including excise and expenses, judgmentssimilar taxes and punitive damages), fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, settlements and amounts paid or to be paid in settlementreasonable expenses (including attorneys’ fees) reasonably actually incurred by such Covered Person. Notwithstanding Indemnitee in connection with such Proceeding, and indemnification under this Section 17 shall continue as to a Person who has ceased to serve in the preceding sentencecapacity which initially entitled such Indemnitee to indemnity hereunder; provided, that, except to the extent such Indemnitee is entitled to or receives exculpation pursuant to Section 17(a), no Indemnitee shall be indemnified for any Liability actually incurred by such Indemnitee that is attributable to (1) such Indemnitee’s or its affiliates’ (the term “affiliates” excluding, for purposes hereof, the Company’s and its direct or indirect subsidiaries) fraud, gross negligence, willful misconduct, intentional and material breach of this Agreement or any other agreement executed by such Indemnitee with the Company, or, in the case of a criminal matter, such Person having acted or failed to act with knowledge that such conduct was unlawful, in each case, as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification determined by a final judgment, order or advancement decree of expenses an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected), (2) an Officer’s (other than any compulsory counterclaim brought Specified Officer) or Manager’s (other than any Specified Manager) breach of fiduciary duties (other than those waived by such indemniteethis Agreement), the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof3) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) proceedings initiated by the Covered Person was authorized Indemnitee or proceedings against the Company or any of its direct or indirect subsidiaries, (4) proceedings initiated by the BoardCompany or any of its direct or indirect subsidiaries against an employee, or (5) economic losses or tax obligations incurred by an Indemnitee as a result of owning Units. Any reference The rights granted pursuant to an officer of the Corporation in this Article 11 Section 17 shall be deemed contract rights, and no amendment, modification or repeal of this Section 17 shall have the effect of limiting or denying any such rights with respect to refer exclusively actions taken or Proceedings arising prior to any amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Section 17 could involve indemnification for negligence or under theories of strict liability. (ii) The indemnification provided by this Section 17(b) shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the Managers, as a matter of law or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers benefit of the Corporation appointed pursuant to Section 5.01 heirs, successors, assigns and administrators of the CorporationIndemnitee. (iii) An Indemnitee shall not be denied indemnification in whole or in part under this Section 17(b) because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise not prohibited by the terms of this Agreement. (iv) If an Indemnitee is entitled to advances or indemnification by a direct or indirect subsidiary of the Company with respect to a matter for which such Indemnitee is entitled to seek advances or indemnification under Section 17(b), then the Company’s By-lawsobligations to advance or indemnify hereunder shall be secondary to such subsidiary’s obligations to advance or indemnify and such subsidiary shall have no right to contribution from the Company with respect to such advances or indemnifications. If an affiliate of the Company (other than a direct or indirect subsidiary of the Company) advances expenses to or indemnifies an Indemnitee with respect to a matter for which such Indemnitee was entitled to seek advances or indemnification under Section 17(b), then the Company’s obligations to indemnify hereunder shall include reimbursement of such affiliate and such affiliate shall be deemed an Indemnitee hereunder for purposes of its entitlement to such reimbursement. Except as provided in the immediately preceding sentence, the provisions of this Section 17(b) are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any reference to an officer rights for the benefit of any other entity Persons. (v) No amendment, modification or other enterprise repeal of this Section 17(b) or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be deemed to refer exclusively to an officer appointed indemnified by the board Company, nor the obligations of directors the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 17(b) as in effect immediately prior to such amendment, modification or equivalent governing body repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such other entity pursuant to the certificate of incorporation and by-laws claims may arise or equivalent organizational documents of such other entity or enterprisebe asserted.

Right to Indemnification. The Corporation shall (a) Subject to Section 4.8, the Company will indemnify and hold harmless, harmless each Indemnified Person to the fullest extent permitted under the Delaware Act, as may be amended or replaced (but then only to the extent that such amendment or replacement permits the Company to provide indemnification rights that are broader than those provided by applicable law as it presently exists the Company immediately before such amendment or may hereafter be amended, replacement) against all Damages reasonably incurred by such Indemnified Person or such Indemnified Person’s Affiliates in the defense or investigation of any Proceeding threatened or brought against the Indemnified Person (a “Covered Person”) who was or is a party or is threatened to be made a party to or otherwise involved 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 because such Indemnified Person for whom he or she is the legal representative, is or was a Director Unitholder or officer of the Corporation or, while a Director or officer of the Corporation, is or was serving at the request of the Corporation as a directorManager, officer, employee, agent or trustee representative of another the Company or, at the Company’s request, as a principal, equityholder, director, manager, officer, employee, agent or representative of any Company Group entity or enterpriseother Person; provided, including service with respect however, that the Company will not be obligated to employee benefit plans, against all liability and loss suffered and expenses indemnify any Indemnified Person (including, without limitation, attorneys’ fees and expenses, judgments, fines, excise taxes except to the extent such Indemnified Person is entitled to or penalties receives exculpation under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlementSection 6.1) reasonably for (i) Damages incurred by the Company, any other Company Group entity or any other Person, (ii) economic losses or Tax obligations incidental to the ownership of Units and/or other Equity Securities or (iii) any Damages attributable to (A) the reckless disregard, willful misconduct or knowing violation of Law or Order by such Covered Indemnified Person or any of its Affiliates, (B) an officer’s (other than any EGI Manager or Ventas Manager serving in an officer capacity) breach of fiduciary duties or breach of such officer’s employment agreement with the Company Group, (C) any legal action or claim brought against the Company Group by or on behalf of the Indemnified Person or any of the Indemnified Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 11.3 with respect to Proceedings ’s Affiliates (other than an action or claim to enforce the Indemnified Person’s rights to indemnification under this Agreement), (D) any legal action or advancement claim brought against an employee by the Company Group, (E) any legal action by or on behalf of expenses such Indemnified Person or any of such Indemnified Person’s Affiliates challenging the validity or enforceability of this Agreement or any other written contract, agreement or understanding between such Indemnified Person and any Company Group entity, (F) such Indemnified Person’s commission of any felony or any crime involving moral turpitude, (G) such Indemnified Person’s exclusion from participation in any “federal health care program” as defined in 42 U.S.C. § 1320a-7b(f) (including Medicare, Medicaid, TRICARE and similar or successor programs with or for the benefit of any Government Authority) or (H) such Indemnified Person’s fraud, misappropriation or embezzlement with respect to any compulsory counterclaim brought Company Group property. (b) Indemnification under this Section 6.2 is supplemental to any comparable rights that an Indemnified Person may have under any other agreement, pursuant to a vote of the Board, as a matter of law or otherwise, and will continue as to an Indemnified Person who has ceased to serve in such capacity and will inure to the benefit of such Indemnified Person’s heirs, successors, assigns and administrators. (c) An Indemnified Person will not be denied indemnification under this Section 6.2 merely because the Indemnified Person had an interest in the transaction with respect to which the indemnification applies but such transaction is not prohibited by such indemniteethis Agreement. (d) An amendment, modification or repeal of this Section 6.2 will not terminate, reduce or impair the Corporation shall right of any Indemnified Person to be required indemnified by the Company or the Company’s obligation to indemnify a Covered any Indemnified Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer of the Corporation in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to this Section 5.01 6.2 as in effect immediately before such amendment, modification or repeal with respect to claims arising from or relating to events occurring or circumstances existing, in whole or in part, before such amendment, modification or repeal, regardless of the Corporation’s By-laws, and any reference to an officer of any other entity when such claims arise or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterpriseare asserted.

Right to Indemnification. The Corporation Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law Law, indemnify, defend, and hold harmless the Member, each of the Managers and each Officer (all such indemnified persons being referred to as it presently exists or may hereafter be amended, any Person (a “Covered Person”) who was or is a party or is threatened to be made a party to or otherwise involved any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “ProceedingIndemnified Persons”), from any liability, loss, or damage incurred by the Indemnified Person by reason of any act performed or omitted to be performed by the Indemnified Person in connection with the business of the Company (including by reason of the fact that he or she, or a such Person for whom he or she is the legal representative, is or was a Director or officer of the Corporation or, while a Director or officer of the Corporation, is or was serving or has agreed to serve at the request of the Corporation Company as a director, officer, employee, employee or agent or trustee of another entity corporation, partnership, limited liability company, joint venture, trust or other enterprise) and from liabilities or obligations of the Company or the Member imposed on such Indemnified Person by virtue of any such Person’s status as an Indemnified Person, including service provided, that if the liability, loss, damage or claim arises out of any action or inaction of an Indemnified Person, indemnification under this Section 5.03 shall be available (i) with respect to employee benefit plansany Indemnified Person other than an Officer, against all liability the Special Independent Manager or an Independent Manager, unless such action or inaction constituted fraud or a willful material breach of such Person’s obligations under this Agreement and loss suffered and expenses (including, without limitation, attorneys’ fees and expenses, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlementii) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 11.3 with respect to Proceedings any Officer (including the CEO, when acting as an Officer or as a Manager), the Special Independent Manager or any Independent Manager, only if the Indemnified Person, at the time of such action or inaction, reasonably determined that his or her course of conduct was in, or not opposed to, the best interests of the Company and, with respect to enforce rights any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. Without the prior written consent of the Cleco Power Board, acting by Board Special Consent, no Indemnified Person shall be entitled to indemnification or advancement of expenses hereunder with respect to a proceeding initiated by such Indemnified Person or with respect to a proceeding between such Indemnified Person on the one hand and any compulsory counterclaim brought of the Company or its Subsidiaries on the other (other than a proceeding to enforce such Indemnified Person's rights under this Section 5.03 or a proceeding seeking a finding of no liability with respect to a matter that otherwise could give rise to a claim for indemnification under this Section 5.03). In addition, and notwithstanding the foregoing, without the prior written consent of the Cleco Power Board, acting by Board Special Consent, no Indemnified Person shall be indemnified for any expenses, liabilities and losses suffered that are attributable to actions or omissions by such indemniteeIndemnified Person or its Affiliates to the extent the act or omission was attributable to such Indemnified Person’s or its Affiliates’ breach of the implied covenant of good faith and fair dealing, as determined by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). For purposes of avoiding doubt, the Corporation Company’s indemnification obligations as set forth in this Section 5.03 shall not extend or be required applicable to indemnify actions or omissions of a Covered Person Manager or Officer when acting in connection with his or her capacity as a Proceeding (manager, officer, director or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer agent of the Corporation in this Article 11 shall be deemed to refer exclusively to Member, Cleco Group, the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of Partnership or the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterpriseGeneral Partner.

Right to Indemnification. The Corporation shall Company will indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any each Person (a “Covered Person”) who was has been or is a party or is threatened to be made a party to or otherwise involved any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, investigative or investigative appellate (a “Proceeding”)regardless of whether such action, suit or proceeding is by or in the right of the Company or by third parties) by reason of the fact that he or she, or a such Person for whom he or she is the legal representative, is or was a Member, Director or officer of the Corporation orCompany, while a Director or officer of the Corporation, is or was serving at the request of the Corporation Company as a director, officer, employee, agent officer or trustee in any other comparable position of another entity or enterprise, including service with respect to employee benefit plansany Other Enterprise, against all liability liabilities and loss suffered and expenses (includingexpenses, without limitationincluding judgments, amounts paid in settlement, attorneys’ fees and expensesfees, judgments, fines, ERISA excise taxes or penalties under the Employee Retirement Income Security Act of 1974penalties, as amendedfines and other expenses, actually and amounts paid or to be paid in settlement) reasonably incurred by such Covered Person. Notwithstanding Person in connection with such action, suit or proceeding (including the preceding sentenceinvestigation, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification defense, settlement or advancement appeal of expenses such action, suit or with respect to any compulsory counterclaim brought by such indemniteeproceeding); provided, however, that the Corporation shall Company will not be required to indemnify a Covered or advance expenses to any Person on account of such Person’s conduct that was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct; provided, further, that the Company will not be required to indemnify or advance expenses to any Person in connection with a Proceeding (an action, suit or part thereof) commenced proceeding initiated by such Covered Person only if unless the commencement initiation of such Proceeding (action, suit or part thereof) proceeding was authorized in advance by the Covered Person was authorized Board of Directors; provided, further, that a Director or officer will be indemnified hereunder only for those actions taken or omitted to be taken by such Director or officer in the Board. Any reference to an officer discharge of such Director’s or officer’s obligations in connection with the management of the Corporation business and affairs of the Company, AHGP or any Other Enterprise. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or under a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that such Person’s conduct was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct. The foregoing right to indemnification will apply to all Persons serving as Directors or officers and to all Persons who serve as a representatives of the Company at any time or who serve at any time at the request of the Company as a director, officer or in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers comparable position of any Other Enterprise. Nothing herein prevents one or more of the Corporation appointed pursuant to Section 5.01 of the CorporationMembers or AHGP from indemnifying their respective representatives or directors or officers under such Member’s By-laws, and any reference to an officer of any other entity or AHGP’s organizational documents or other enterprise shall be deemed agreements. If any Person is entitled to refer exclusively to an officer appointed by indemnification both from the board of directors Company, from a Member or equivalent governing body of such other entity pursuant to from AHGP, then indemnification would come first from AHGP, then the certificate of incorporation Company and by-laws or equivalent organizational documents of such other entity or enterprisethereafter from the Member.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”) Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), 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 Director director or an officer of the Corporation or, while a Director director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another entity corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plansplan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, agent or trustee or in any other capacity while serving as a director, officer, employee, agent or trustee, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by Delaware law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss suffered and expenses (including, without limitation, including attorneys’ fees and expensesfees, judgments, fines, ERISA excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Covered Person. Notwithstanding the preceding sentenceindemnitee in connection therewith; provided, however, that, except as otherwise provided in Section 11.3 7.03 with respect to Proceedings proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall be required to indemnify a Covered Person any such indemnitee in connection with a Proceeding proceeding (or part thereof) commenced initiated by such Covered Person indemnitee only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person was authorized by the BoardBoard of Directors. Any reference to an officer of the Corporation in this Article 11 VII shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice PresidentsChief Financial Officer, Secretary, Treasurer Chief Legal Officer or General Counsel and any other officers Secretary of the Corporation appointed pursuant to Section 5.01 Article IV of these Bylaws, and to any Vice President, Assistant Secretary, Assistant Treasurer or other officer of the Corporation’s By-lawsCorporation appointed by the Board of Directors pursuant to Article IV of these Bylaws, and any reference to an officer of any other entity corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws bylaws or equivalent organizational documents of such other entity corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The fact that any person who is or was an employee of the Corporation or an employee of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, but not an officer thereof as described in the preceding sentence, has been given or has used the title of “Vice President” or any other title that could be construed to suggest or imply that such person is or may be such an officer of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall not result in such person being constituted as, or being deemed to be, such an officer of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for purposes of this Article VII.

Right to Indemnification. The Corporation shall indemnify and hold harmless, Subject to the fullest extent permitted by applicable law limitations and conditions as it presently exists provided in this Section VIII, each natural person, partnership, limited liability company, trust, estate, association, corporation custodian, nominee or may hereafter be amended, any Person other individual or entity in its own or any representative capacity (a “Covered Person”) who was or is made a party or is threatened to be made a party to or otherwise is involved in any threatened, pending or completed action, suit or proceeding, proceeding whether civil, criminal, administrative or investigative arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or shesuch Person, or a Person for whom he or she of which such Person is the legal representative, is or was a Director Member, manager, director or officer of the Corporation or, while in each case, a Director representative thereof, shall be indemnified by the Company to the fullest extent permitted by applicable law, as the same exists or officer may hereafter be amended (but, in the case of any such amendment, only to the Corporationextent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, is or was serving at the request of the Corporation as a directorpenalties (including excise and similar taxes and punitive damages), officerfines, employee, agent or trustee of another entity or enterprise, including service with respect to employee benefit plans, against all liability settlements and loss suffered and reasonable expenses (including, without limitation, reasonable attorneys’ fees and expenses, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlementexperts’ fees) reasonably actually incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall be required to indemnify a Covered Person in connection with such Proceeding, appeal, inquiry or investigation (each a Proceeding “Loss”), unless (in the case of a director or part thereofofficer) commenced such Loss shall have been the result of gross negligence, fraud or intentional misconduct by such Covered Person, in which case such indemnification shall not cover such Loss to the extent resulting from such gross negligence, fraud or intentional misconduct Indemnification under this Section VIII shall continue as to a Person only if who has ceased to serve in the commencement of capacity which initially entitled such Proceeding (or part thereof) by the Covered Person was authorized by the Boardto indemnity hereunder. Any reference The rights granted pursuant to an officer of the Corporation in this Article 11 Section VIII shall be deemed contract rights, and no amendment, modification or repeal of this Section VIII shall have the effect of limiting or denying any such rights with respect to refer exclusively actions taken or Proceedings, appeals; inquiries or investigations arising prior to any amendment, modification or repeal. Notwithstanding anything in this Section 8.1 to the Chairmancontrary, Vice Chairmanthe indemnification provided by this Section 8.1 shall only apply to Proceedings brought by third party claimants against such Member, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer director or officer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed not Proceedings brought by the board of directors Company against such Member; director or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterpriseofficer.

Right to Indemnification. The Corporation shall indemnify and hold harmless, Subject to the fullest extent permitted by applicable law limitations and conditions as it presently exists or may hereafter be amendedprovided in this Article VII, any each Person (a an “Covered Indemnified Person”) who was or is made a party or is threatened to be made a party to or otherwise is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative administrative, arbitrative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a Person for of whom he or she is the legal representative, is or was a Director Unitholder, Manager or officer of the Corporation orOfficer, or while a Director Unitholder, Manager or officer of the Corporation, Officer is or was serving at the request of the Corporation LLC as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or trustee similar functionary of another entity foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, shall be indemnified by the LLC to the fullest extent permitted by the Delaware Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the LLC to provide broader indemnification rights than said law permitted the LLC to provide prior to such amendment) against judgments, penalties (including service with respect to employee benefit plans, against all liability excise and loss suffered similar taxes and expenses (including, without limitation, attorneys’ fees and expenses, judgmentspunitive damages), fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, settlements and amounts paid or to be paid in settlementreasonable expenses (including attorneys’ fees) reasonably actually incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall be required to indemnify a Covered Indemnified Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference Proceeding, and indemnification under this Article VII shall continue as to an officer Indemnified Person who has ceased to serve in the capacity which initially entitled such Indemnified Person to indemnity hereunder. The rights granted pursuant to this Article VII shall be deemed contract rights, and no amendment, modification or repeal of this Article VII shall have the Corporation effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article 11 VII could involve indemnification for negligence or under theories of strict liability. The Indemnified Persons are intended express third party beneficiaries of, and shall be deemed entitled to refer exclusively to enforce the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers provisions of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterprisethis Article VII.

Right to Indemnification. The Corporation shall Company hereby agrees to indemnify and hold harmless, harmless any Person (each an “Indemnified Person”) to the fullest extent permitted by applicable law under the Act, as it presently the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Company is providing immediately prior to such amendment), against all expenses, liabilities and losses (including attorney fees, judgments, fines, excise taxes or penalties) reasonably incurred or suffered by such Person (a “Covered or one or more of such Person”’s Affiliates) who was or is a party or is threatened to be made a party to or otherwise involved 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 such Person for whom he or she is the legal representative, is or was a Director Member or officer of the Corporation or, while is or was serving as a Director Manager or officer of the Corporation, Officer or is or was serving at the request of the Corporation Company as a directormanaging member, manager, officer, employeedirector, agent principal or trustee member of another entity corporation, partnership, joint venture, limited liability company, trust or other enterprise if, in each case, and unless otherwise determined by the Manager in good faith, such Indemnified Person acted in good faith and in a manner the Person reasonably believed to be in or not opposed to the best interests of the Company or of such corporation, partnership, joint venture, limited liability company, trust or other enterprise, including service and, with respect to employee benefit plansany criminal action or proceeding, against all liability had no reasonable cause to believe the Person’s conduct was unlawful; provided that (A) unless the Manager otherwise determines, no Person shall be entitled to indemnification hereunder with respect to a proceeding initiated by such Person or with respect to a proceeding between such Person or such Person’s Affiliates (excluding, for purposes hereof, the Company’s Member or any of its subsidiaries) on the one hand and loss the Company or any of its subsidiaries on the other; and (B) no Person shall be indemnified for any expenses, liabilities and losses suffered that are attributable to such Person’s or its Affiliates’ (excluding, for purposes hereof, the Company’s Member’s and expenses its subsidiaries’) present or future breaches of any representations, warranties or covenants by such Indemnified Person or its Affiliates (excluding, for purposes hereof, the Company’s Member and its subsidiaries), employees, agents or representatives contained herein or in any other agreement with the Company’s Member or any of its subsidiaries (in the case of the Founders, including, without limitation, the Acquisition Agreement, the Contribution Agreement, such Founder’s employment agreement with the Company and any other agreement entered into between a Founder and the Company’s Member or any of its subsidiaries). Expenses, including attorneys’ fees and expenses, judgmentsincurred by any such Indemnified Person in defending a proceeding shall be paid by the Company as incurred in advance of the final disposition of such proceeding, finesincluding any appeal therefrom, excise taxes upon receipt of an undertaking by or penalties under on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Employee Retirement Income Security Act of 1974, as amendedCompany. The rights granted pursuant to this Article IV shall be deemed contract rights, and amounts paid no amendment, modification or to be paid in settlement) reasonably incurred by repeal of this Article IV shall have the effect of limiting or denying any such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 11.3 rights with respect to Proceedings to enforce rights to indemnification actions taken or advancement of expenses or with respect proceedings arising prior to any compulsory counterclaim brought by such indemniteeamendment, modification or repeal. It is expressly acknowledged that the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer of the Corporation indemnification provided in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers IV could involve indemnification for negligence or under theories of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterprisestrict liability.

Right to Indemnification. (a) The Corporation shall indemnify and hold harmlessCompany shall, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amendedlaw, indemnify each Manager, the Member, any Person (a “Covered Person”) who was owner or is a party or is threatened to be made a party to or otherwise involved any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason principal of the fact Member, any person that he or she, or a Person for whom he or she is the legal representative, is or was a Director or officer of the Corporation or, while a Director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee representative of another entity or enterprisethe Member, including service with respect and any other persons as the Member may reasonably designate from time to employee benefit planstime (each, an "Indemnitee") from and against any and all liability and loss suffered losses, claims, damages, liabilities, costs and expenses (including, without limitation, including attorneys’ ' fees and expensescosts), judgments, fines, excise taxes settlements, and other amounts arising from any and all claims, demands, actions, suits or penalties under proceedings, civil, criminal, administrative or investigative, that relate to the Employee Retirement Income Security Act operations of 1974the Company in which any Indemnitee may be involved, or is threatened to be involved, as amendeda party or otherwise, unless it is established that an act or omission of the Indemnitee was material to the matter giving rise to the claim, demand, action, suit or proceeding and (i) was committed in bad faith, (ii) was the result of active and deliberate dishonesty, or (iii) constituted gross negligence or willful misconduct or a willful breach of this Agreement or any other agreement to which such Indemnitee is a party. Any indemnification pursuant to this Section 3.1 shall be made only out of the assets of the Company, and amounts the Member shall not be required to contribute or advance funds to the Company to enable the Company to satisfy its obligations under this Section 3.1; (b) Reasonable expenses incurred by an Indemnitee who is a party to a proceeding shall be paid or reimbursed by the Company in advance of the final disposition of the proceeding upon receipt by the Company of (i) a written affirmation by the Indemnitee of the Indemnitee's good faith belief that it is entitled to be paid in settlement) reasonably incurred indemnification by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Company pursuant to this Section 11.3 3.1 with respect to Proceedings such expenses and proceeding, and (ii) a written undertaking by or on behalf of the Indemnitee, to enforce rights and in favor of the Company, wherein the Indemnitee agrees to repay the amount if it shall ultimately be adjudged not to have been entitled to indemnification or advancement under this Section 3.1; and (c) The provisions of expenses or with respect to any compulsory counterclaim brought by such indemniteethis Section 3.1 are for the benefit of each Indemnitee, the Corporation its heirs, successors, assigns and administrators and shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer of the Corporation in this Article 11 shall not be deemed to refer exclusively to create any rights for the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer benefit of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterprisepersons.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”) Each person who was or is made a party or is threatened to be made a party to or otherwise is involved in any threatened, pending or completed claim, action, suit suit, proceeding or proceedinginvestigation, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he or she, she or a Person for person of whom he or she is the legal representative, is or was or has agreed to become a Director director or officer of the Corporation or, while a Director or officer of the Corporation, is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee, employee or agent or trustee of another entity corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving or having agreed to serve as a director or officer, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) against all cost or expense, liability and loss suffered and expenses (including, including without limitation, attorneys’ fees and expensesfees, judgments, fines, damages, ERISA excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Covered Person. Notwithstanding person in connection therewith and such indemnification shall continue as to a person who has ceased to serve in the preceding sentencecapacity which initially entitled such person to indemnity hereunder and shall inure to the benefit of his or her heirs, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemniteeexecutors and administrators; provided, however, that the Corporation shall be required to indemnify a Covered Person any such person seeking indemnification in connection with a Proceeding proceeding (or part thereof), other than a proceeding (or part thereof) commenced brought under Section 3 of this Article VI, initiated by such Covered Person person or his or her heirs, executors and administrators only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference The right to an officer of the Corporation indemnification conferred in this Article 11 VI shall be deemed a contract right and shall include the right to refer exclusively be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the DGCL requires, the payment of such expenses incurred by a current, former or proposed director or officer in his or her capacity as a director or officer or proposed director or officer (and not in any other capacity in which service was or is or has been agreed to be rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the ChairmanCorporation of an undertaking, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity by or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body on behalf of such other entity pursuant indemnified person, to the certificate of incorporation and by-laws repay all amounts so advanced if it shall ultimately be determined that such indemnified person is not entitled to be indemnified under this Section or equivalent organizational documents of such other entity or enterpriseotherwise.

Right to Indemnification. The Corporation shall indemnify and hold harmless, (a) Subject to the fullest extent permitted by applicable law limitations and conditions as it presently exists or may hereafter be amendedprovided in this Article VI, any Person (a “Covered Person”) each Indemnitee who was or is made a party or is threatened to be made a party to or otherwise is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative (hereinafter a "Proceeding"), or investigative (any appeal in such a “Proceeding or any inquiry or investigation that could lead to such a Proceeding”), by reason of the fact that he or she, or a Person for of whom he or she is the legal representative, is or was a Director an Indemnitee, shall be indemnified by the Company to the fullest extent permitted by the Delaware Act, as the same exists or officer of may hereafter be amended, but subject to the Corporation or, while a Director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another entity or enterprise, including service with respect to employee benefit planslimitations expressly provided in this Agreement, against all liability judgments, penalties (including excise and loss suffered similar taxes and expenses (including, without limitation, attorneys’ fees and expenses, judgmentspunitive damages), fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, settlements and amounts paid or to be paid in settlementreasonable expenses (including attorneys' fees) reasonably actually incurred by such Covered Person. Notwithstanding Indemnitee in connection with such Proceeding, and indemnification under this Article VI shall continue as to a Person who has ceased to serve in the preceding sentencecapacity which initially entitled such Indemnitee to indemnity hereunder; provided, that, except to the extent such Indemnitee is entitled to or receives exculpation pursuant to Section 6.1 above, no Indemnitee shall be indemnified for any judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements or reasonable expenses (including attorneys' fees) actually incurred by such Indemnitee that are attributable to (i) such Indemnitee's fraud, gross negligence, willful misconduct, intentional and material breach of this Agreement or breach of any other agreement executed in connection herewith, or, in the case of a criminal matter, such Person having acted or failed to act with knowledge that such conduct was unlawful, in each case as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification determined by a final judgment, order or advancement decree of expenses an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to any compulsory counterclaim brought which the time for appeal therefrom has expired and no appeal has been perfected), (ii) an Officer's breach of fiduciary duties, (iii) proceedings initiated by such indemniteethe Indemnitee or proceedings against the Company, the Corporation or (iv) economic losses or tax obligations incurred by an Indemnitee as a result of owning Units. The rights granted pursuant to this Article VI shall be required deemed contract rights, and no amendment, modification or repeal of this Article VI shall have the effect of limiting or denying any such rights with respect to indemnify a Covered Person in connection with a Proceeding (actions taken or part thereof) commenced by such Covered Person only if Proceedings arising prior to any amendment, modification or repeal. It is expressly acknowledged that the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer of the Corporation indemnification provided in this Article 11 VI could involve indemnification for negligence or under theories of strict liability. (b) The indemnification provided by this Section 6.2 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the Managers, as a matter of law or otherwise, both as to actions in the Indemnitee's capacity as an Indemnitee and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee. (c) An Indemnitee shall not be denied indemnification in whole or in part under this Section 6.2 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. (d) If an Affiliate of the Company advances expenses to or indemnifies an Indemnitee with respect to a matter for which such Indemnitee was entitled to seek advances or indemnification under Section 6.2, then the Company's obligations to indemnify hereunder shall include reimbursement of such Affiliate and such Affiliate shall be deemed an Indemnitee hereunder for purposes of its entitlement to refer exclusively to such reimbursement. Except as provided above, the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers provisions of this Section 6.2 are for the benefit of the Corporation appointed pursuant Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to Section 5.01 of create any rights for the Corporation’s By-laws, and any reference to an officer benefit of any other entity Persons. (e) No amendment, modification or other enterprise repeal of this Section 6.2 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be deemed to refer exclusively to an officer appointed indemnified by the board Company, nor the obligations of directors the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 6.2 as in effect immediately prior to such amendment, modification or equivalent governing body repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such other entity pursuant to the certificate of incorporation and by-laws claims may arise or equivalent organizational documents of such other entity or enterprisebe asserted.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”) Each person who was or is made a party or is threatened to be made a party to or otherwise is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he or she, she or a Person for person of whom he or she is the legal representative, representative is or was a Director director or officer of the Corporation or, while a Director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent director or trustee officer of another entity corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss suffered and expenses (including, without limitation, including attorneys’ fees and expensesfees, judgments, fines, ERISA excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Covered Person. Notwithstanding person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the preceding sentencebenefit of his or her heirs, executors and administrators; provided, however, that except as otherwise provided in paragraph (2) of this Section 11.3 B with respect to Proceedings proceedings seeking to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemniteeindemnification, the Corporation shall be required to indemnify a Covered Person any such person seeking indemnification in connection with a Proceeding proceeding (or part thereof) commenced initiated by such Covered Person person only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer Board of the Corporation in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 Directors of the Corporation’s By-laws. The right to indemnification conferred in this Section B shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that if the DGCL requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and any reference to an officer of not in any other entity capacity in which service was or other enterprise is rendered by such person while a director or officer, including, without limitation, service to any employee benefit plan) in advance of the final disposition of a proceeding, shall be deemed made only upon delivery to refer exclusively to the Corporation of an officer appointed undertaking by the board of directors or equivalent governing body on behalf of such other entity pursuant director or officer, to the certificate of incorporation and by-laws repay all amounts so advanced if it shall ultimately be determined that such director or equivalent organizational documents of such other entity officer is not entitled to be indemnified under this Section B or enterpriseotherwise.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”) Each person who was or is made a party or is threatened to be made a party to or otherwise is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”"proceeding"), by reason of the fact that he or she, or a Person for person of whom he or she is the legal representative, is or was a Director director or officer of the Corporation or, while if a Director director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, employee or agent or trustee of another entity corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss suffered and expenses (including, without limitation, including attorneys’ fees and expenses' fees, judgments, fines, ERISA excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Covered Person. Notwithstanding person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the preceding sentencebenefit of his or her heirs, executors and administrators; provided, however, that except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemniteeparagraph B hereof, the Corporation shall be required to indemnify a Covered Person any such person seeking indemnification in connection with a Proceeding proceeding (or part thereof) commenced initiated by such Covered Person person only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person was authorized by the BoardBoard of Directors of the Corporation. Any reference The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the Corporation in this Article 11 shall be deemed to refer exclusively to with the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer same scope and any other officers of effect as the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board foregoing indemnification of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterpriseofficers.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”) Each person who was or is a party or is threatened to be made a party to or otherwise is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceedingproceeding”), by reason of the fact that he or she, or a Person for person of whom he or she is the legal representative, is or was a Director director or officer of the Corporation or, while a Director corporation or officer of the Corporation, is or was serving at the request of the Corporation corporation as a director, officer, employee, employee or agent or trustee of another entity corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action or inaction in an official capacity or in any other capacity while serving as director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent permitted by the General Corporation Law of Delaware, as amended from time to time, against all liability costs, charges, expenses, liabilities and loss suffered and expenses losses (including, without limitation, including attorneys’ fees and expensesfees, judgments, fines, ERISA excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Covered Person. Notwithstanding person in connection therewith, and that indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the preceding sentencebenefit of his heirs, executors and administrators; provided, however, that, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemniteesection 6.2, the Corporation corporation shall be required to indemnify a Covered Person any such person seeking indemnification in connection with a Proceeding proceeding (or part thereof) commenced initiated by such Covered Person that person, only if the commencement of such Proceeding that proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference The right to indemnification conferred in these by-laws shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the General Corporation Law of Delaware, as amended from time to time, requires, the payment of such expenses incurred by a director or officer in his capacity as a director or officer (and not in any other capacity in which service was or is rendered by that person while a director or officer, including, without limitation, service to an officer employee benefit plan) in advance of the Corporation in this Article 11 final disposition of a proceeding shall be deemed to refer exclusively made only upon delivery to the Chairmancorporation of an undertaking, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity by or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body on behalf of such other entity pursuant director or officer, to the certificate of incorporation and repay all amounts so advanced, if it shall ultimately be determined that such director or officer is not entitled to be indemnified under these by-laws or equivalent organizational documents otherwise. The corporation may, by action of such other entity or enterpriseits Board, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”) Each person who was or is a made party or ------------------------ is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), "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 Director director or officer of the Corporation corporation or, while a Director director or officer of the Corporationcorporation, is or was serving at the request of the Corporation corporation as a director, officer, employee, employee or agent or trustee of another entity corporation (including any subsidiary of the corporation) or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plansplan (an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide for broader indemnification rights than permitted as of the date this First Restated Certificate of Incorporation is filed with the State of Delaware), against all expense, liability and loss suffered and expenses (including, without limitation, attorneys’ fees and expensesincluding attorney's fees, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Covered Person. Notwithstanding indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the preceding sentencebenefit of the indemnitee's heirs, executors and administrators; provided, however, that except as otherwise provided in Section 11.3 below, with respect to Proceedings proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemniteeindemnification, the Corporation corporation shall be required to indemnify a Covered Person any such indemnitee in connection with a Proceeding proceeding (or part thereof) commenced initiated by such Covered Person indemnitee only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference The right to indemnification conferred in this Section 11.2 shall be a contract right and shall include the obligation of the corporation to pay the expenses incurred in defending any such proceeding in advance of its final disposition (an "advance of expenses"); provided, however, that if and to the extent that the Board requires, an advance of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an officer employee benefit plan) shall be made only upon delivery to the corporation of an undertaking (an "undertaking"), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a "final adjudication") that such indemnitee is not entitled to be indemnified for such expenses under this Section 11.2 or otherwise. The corporation may, by action of its Board, provide indemnification to employees and agents of the Corporation in this Article 11 shall be deemed to refer exclusively to corporation with the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer same or lesser scope and any other officers of effect as the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board foregoing indemnification of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterpriseofficers.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person Each person (including a “Covered Person”person’s personal representative) who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any threatened, pending pending, or completed action, suit or proceeding, whether civil, criminal, administrative administrative, investigative or investigative by or in the right of the corporation, or otherwise (hereinafter a “Proceedingproceeding”), ) by reason of the fact that he or she, she (or a Person for person of whom he or she is a personal representative) is or was a director or officer of the legal representativecorporation or an officer of a division of the corporation, or, while serving as a director or officer of the corporation or an officer of a division of the corporation, is or was a Director or officer of the Corporation or, while a Director or officer of the Corporation, is or was serving acting at the request of the Corporation corporation as a director, officer, partner, trustee, employee, agent or trustee in any other relationship or capacity whatsoever, of another entity any other foreign or enterprisedomestic corporation, partnership, joint venture, employee benefit plan or trust or other trust, enterprise or other private or governmental entity, agency, board, commission, body or other unit whatsoever (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action or inaction in an official capacity as a director, officer, partner, trustee, employee, agent or in any other relationship or capacity whatsoever, shall be indemnified and held harmless by the corporation against all expenses, liabilities and losses (including service but not limited to attorneys’ fees, judgments, claims, fines, ERISA and other excise and other taxes and penalties and other adverse effects and amounts paid in settlement), reasonably incurred or suffered by the indemnitee; provided, however, that except as provided in Section 11.2 with respect to employee benefit plans, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees and expenses, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or suits relating to be paid in settlement) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemniteeindemnification, the Corporation corporation shall be required to indemnify a Covered Person any indemnitee in connection with a Proceeding proceeding (or part thereof) commenced initiated by such Covered Person the indemnitee only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer of the Corporation in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors of the corporation. No indemnification shall be provided to any indemnitee for acts or equivalent governing body omissions of such person finally adjudged to be intentional misconduct or a knowing violation of law, or from or on account of conduct of an indemnitee finally adjudged to be in violation of RCW 23B.08.310, or from or on account of any transaction with respect to which it was finally adjudged that such indemnitee personally received a benefit in money, property, or services to which the person was not legally entitled. Notwithstanding the foregoing, if Section 23B.08.560 or any successor provision of the Act is hereafter amended, the restrictions on indemnification set forth in this Section shall be as set forth in such amended statutory provision. The right to indemnification granted in this Article is a contract right and includes the right to payment by, and the right to receive reimbursement from, the corporation of all expenses as they are incurred in connection with any proceeding in advance of its final disposition (hereinafter an “advance of expenses”); provided, however, that an advance of expenses received by an indemnitee in his or her capacity as a director or officer of the corporation, as an officer of a division of the corporation, or, acting at the request of the corporation, as director or officer of any other entity pursuant foreign or domestic corporation, partnership, joint venture, employee benefit plan or trust or other trust, enterprise or other private or governmental entity, agency, board, commission, body or other unit whatsoever (and not in any other capacity in which service was or is rendered by such indemnitee unless such service was authorized by the board of directors of the corporation) shall be made only upon (i) receipt by the corporation of a written undertaking (hereinafter an “undertaking”) by or on behalf of such indemnitee, to repay advances of expenses if and to the certificate extent it shall ultimately be determined by order of incorporation a court having jurisdiction (which determination shall become final upon expiration of all rights to appeal), hereinafter a “final adjudication”, that the indemnitee is not entitled to be indemnified for such expenses under this Article, (ii) receipt by the corporation of written affirmation by the indemnitee of his or her good faith belief that he or she has met the standard of conduct applicable (if any) under the Act necessary for indemnification by the corporation under this Article, and by-laws or equivalent organizational documents (iii) a determination of such other entity or enterprisethe board of directors of the corporation, in its good faith belief, that the indemnitee has met the standard of conduct applicable (if any) under the Act necessary for indemnification by the corporation under this Article.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, VoteCo, each Stockholder, its Affiliates and its direct and indirect partners (including partners of partners and stockholders and members of partners), members, stockholders, managers, directors, officers, employees and agents and each Person who controls any Person of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (a the “Covered PersonPersons”) who was from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees) sustained or is a party suffered by any such Covered Person based upon, relating to, arising out of, or is threatened to be made a party to or otherwise involved any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of any third party or governmental claims relating to such Covered Person’s status as a Covered Person (including any and all losses, claims, damages or liabilities under the fact that he Securities Act, the Exchange Act or sheother federal or state statutory law or regulation, at common law or a Person for whom he otherwise, which relate directly or she is indirectly to the legal representativeregistration, is purchase, sale or was a Director or officer ownership of any Equity Securities of the Corporation oror to any fiduciary obligation owed with respect thereto), while a Director including in connection with any third party or officer of the Corporation, is governmental action or was serving at the request of the Corporation claim relating to any action taken or omitted to be taken or alleged to have been taken or omitted to have been taken by any Covered Person as a director, officer, employee, agent stockholder or trustee of another entity or enterprisecontrolling person, including service with respect to employee benefit plansclaims alleging so-called control person liability or securities law liability (any such claim, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees and expenses, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred by such Covered Persona “Claim”). Notwithstanding the preceding sentence, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee6.3, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding Claim (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding Claim (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer Board of the Corporation in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterpriseDirectors.

Right to Indemnification. A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 8.65 of the IBCA, or (iv) for any transaction from which the director derived an improper personal benefit. If the IBCA is amended to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of a director or the corporation shall be eliminated or limited to the full extent permitted under the IBCA, as so amended. Any repeal or modification of this Article 7, Paragraph 1 by the shareholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification. The Corporation corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”) person who was or is a party party, or is threatened to be made a party to or otherwise involved any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), other than an action by or in the right of the corporation) 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 Director director or officer of the Corporation orcorporation, while a Director or officer of the Corporation, is or was serving at the request of the Corporation corporation as a director, officer, employee, agent director or trustee officer of another entity corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees and expensesincluding attorney's fees), judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, fines and amounts paid or to be paid in settlement) settlement actually and reasonably incurred by him in connection with such Covered Person. Notwithstanding action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to be the preceding sentencebest interests of the corporation, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or and, with respect to any compulsory counterclaim brought criminal action or proceeding, has no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by such indemniteejudgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the Corporation shall person did not act in good faith and in a manner which he reasonably believed to be required in or not opposed to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if be the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer best interests of the Corporation in this Article 11 shall be deemed corporation, or, with respect to refer exclusively any criminal action or proceeding, had reasonable cause to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterprisebelieve that his conduct was unlawful.

Right to Indemnification. The Corporation shall indemnify and hold harmless, Subject to the fullest extent permitted by applicable law limitations and conditions as it presently exists or may hereafter be amendedprovided in this Article, any Person (a “Covered Person”) each person who was or is made a party or is threatened to be made a party to or otherwise is involved in any threatenedProceeding, pending or completed actionany appeal in such a Proceeding, suit or proceeding, whether civil, criminal, administrative any inquiry or investigative (investigation that could lead to such a “Proceeding”), by reason of the fact that he or she, or a Person for person of whom he or she is the legal representative, is or was a Director Member or officer Manager of the Corporation or, Company or while a Director Member or officer Manager of the Corporation, Company is or was serving at the request of the Corporation Company as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent agent, or trustee similar functionary of another entity foreign or enterprisedomestic limited liability company, including service with respect to corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plansplan or other enterprise shall be indemnified by the Company to the fullest extent permitted by RMLLA, as the same exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against all liability judgments, penalties (including excise and loss suffered similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorneys’ fees and expenses, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlementattorney's fees) reasonably actually incurred by such Covered Personperson in connection with such Proceeding, and indemnification under this Article shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder. Notwithstanding The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal of this Article shall have the preceding sentence, except as otherwise provided in Section 11.3 effect of limiting or denying any such rights with respect to Proceedings to enforce rights to indemnification actions taken or advancement of expenses or with respect Proceeding arising prior to any compulsory counterclaim brought by such indemniteeamendment, modification or repeal. It is expressly acknowledged that the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer of the Corporation indemnification provided in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers could involve indemnification for negligence or under theories of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterprisestrict liability.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”) Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, investigative or investigative otherwise (hereinafter a “Proceedingproceeding”), 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 Director director or officer of the Corporation or, while serving as a Director director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, employee or agent or trustee of another entity corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plansplan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, except as may be prohibited by applicable law, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss suffered and expenses (including, without limitation, including attorneys’ fees and expensesfees, judgments, fines, ERISA excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Covered Person. Notwithstanding indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the preceding sentencebenefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as otherwise provided in Section 11.3 subsection 2(c) below of this Article SEVENTH with respect to Proceedings proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemniteeindemnification, the Corporation shall be required to indemnify a Covered Person any such indemnitee in connection with a Proceeding proceeding (or part thereof) commenced initiated by such Covered Person indemnitee only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer of the Corporation in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterpriseCorporation.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”) Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he or she, she or a Person for person of whom he or she is the legal representative, representative is or was or has agreed to become a Director director or an officer of the Corporation or, while serving as a Director director or officer of the Corporationofficer, is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee, agent or trustee of another entity corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plansplan (hereinafter an “indemnitee”), whether the basis of such proceeding is action alleged to have been taken or omitted in an official capacity as a director or officer, or in any other capacity while serving or having agreed to serve as a director, officer, employee, agent or trustee, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss suffered and expenses (including, without limitation, attorneys’ fees and expensesfees, judgments, fines, ERISA excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Covered Person. Notwithstanding the preceding sentenceindemnitee in connection therewith; provided, however, that, except as otherwise provided in Section 11.3 (d) of this Article SEVENTH with respect to Proceedings proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemniteeindemnification, the Corporation shall be required to indemnify a Covered Person any such indemnitee in connection with a Proceeding proceeding (or part thereof) commenced initiated by such Covered Person indemnitee only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer Board of the Corporation in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterpriseDirectors.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”) Each person who was or is made a party or is threatened to be made a party to or otherwise is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceedingproceeding”), by reason of the fact that he or she, she or a Person for person of whom he or she is the legal representative, is or was a Director director or officer of the Corporation or, while a Director corporation or officer of the Corporation, is or was serving at the request of the Corporation corporation as a director, officer, employee, agent director or trustee officer of another entity corporation, or as a controlling person of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director or officer, or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said Law permitted the corporation to provide prior to such amendment) against all expenses, liability and loss reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, executors and administrators; provided , however , that except as provided in Section 7.2 of this Article VII, the corporation shall indemnify any such person seeking indemnity in connection with a proceeding (or part thereof) initiated by such person only if (a) such indemnification is expressly required to be made by law, (b) the proceeding (or part thereof) was authorized by the Board of Directors of the corporation, (c) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the Delaware General Corporation Law, or (d) the proceeding (or part thereof) is brought to establish or enforce a right to indemnification or advancement under an indemnity agreement or any other statute or law or otherwise as required under Section 145 of the Delaware General Corporation Law. The rights hereunder shall be contract rights and shall include the right to be paid expenses incurred in defending any such proceeding in advance of its final disposition; provided , however , that the payment of such expenses incurred by a director or officer of the corporation in his or her capacity as a director or officer (and not in any other capacity in which service was or is tendered by such person while a director or officer, including, without limitation, attorneys’ fees and expensesservice to an employee benefit plan) in advance of the final disposition of such proceeding, judgmentsshall be made only upon delivery to the corporation of an undertaking, finesby or on behalf of such director or officer, excise taxes to repay all amounts so advanced if it should be determined ultimately by final judicial decision from which there is no further right to appeal that such director or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or officer is not entitled to be paid in settlement) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in indemnified under this Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer of the Corporation in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterpriseotherwise.

Right to Indemnification. The Corporation shall indemnify and hold harmless, Subject to the fullest extent permitted by applicable law limitations and conditions as it presently exists or may hereafter be amendedprovided in this Article VII, any each Person (a “Covered Person”) who was or is made a party or is threatened to be made a party to or otherwise is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative administrative, arbitrative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a Person for of whom he or she is the legal representative, is or was a Director Unitholder, Manager, Officer or officer other employee of the Corporation orLLC, or while a Director Unitholder, Manager, Officer or officer employee of the Corporation, LLC is or was serving at the request of the Corporation LLC as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or trustee similar functionary of another entity foreign or enterprisedomestic limited liability company, including service with respect to corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plans, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees and expenses, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer of the Corporation in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity plan or other enterprise shall be deemed to refer exclusively to an officer appointed indemnified by the board LLC to the fullest extent permitted by the Delaware Act, as the same exist or may hereafter be amended (but, in the case of directors or equivalent governing body of any such other entity amendment, only to the extent that such amendment permits the LLC to provide broader indemnification rights than said law permitted the LLC to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including attorneys’ fees) actually incurred by such Person in connection with such Proceeding, and indemnification under this Article VII shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Article VII shall be deemed contract rights, and no amendment, modification or repeal of this Article VII shall have the certificate effect of incorporation and by-laws limiting or equivalent organizational documents denying any such rights with respect to actions taken or Proceedings arising prior to any amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article VII could involve indemnification for negligence or under theories of such other entity or enterprisestrict liability.

Right to Indemnification. The Corporation shall indemnify and hold harmless, Subject to the fullest extent permitted by applicable law limitations and conditions as it presently exists or may hereafter be amendedprovided in this Article VII, any each Person (a “Covered Person”) who was or is made a party or is threatened to be made a party to or otherwise is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative arbitrative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or shesuch Person, or a Person for whom he or she of which such Person is the legal representative, is or was a Director Member, Manager or Officer (or serves or served as a member of the board or an officer of the Corporation or, while a Director Subsidiary of Holdings LLC or officer of the Corporation, is or was serving other entity at the request of Holdings LLC) shall be indemnified in respect thereof (other than in respect of claims by Holdings LLC or any of its Subsidiaries thereof against an Officer of Holdings LLC or any of its Subsidiaries thereof in such Officer’s capacity as such) by Holdings LLC to the Corporation fullest extent permitted by applicable law, as a directorthe same exists or may hereafter be amended (but, officerin the case of any such amendment, employeeonly to the extent that such amendment permits Holdings LLC to provide broader indemnification rights than said law permitted Holdings LLC to provide prior to such amendment) against judgments, agent or trustee of another entity or enterprise, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees and expenses, judgmentspenalties, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, settlements and amounts paid or to be paid in settlementreasonable expenses (including reasonable attorneys’ and experts’ fees) reasonably actually incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall be required to indemnify a Covered Person in connection with such Proceeding, appeal, inquiry or investigation (each an “Indemnifiable Loss”), if such Person acted in good faith and in a Proceeding (manner the Person reasonably believed to be in the best interests of Holdings LLC or part thereof) commenced acted as permitted by Section 7.1 hereof and, in the case of a criminal proceeding, had no reasonable cause to believe that the conduct was unlawful, in any such case unless such indemnification would be prohibited by the laws of the State of Delaware if Holdings LLC were a corporation or such Indemnifiable Loss shall have been the result of a breach by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer any of the Corporation provisions of this Agreement or any of the other Transaction Agreements, in which case such indemnification shall not cover such Indemnifiable Loss to the extent resulting from such breach. Indemnification under this Article 11 VII shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Article VII shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-lawscontract rights, and no amendment, modification or repeal of this Article VII shall have the effect of limiting or denying any reference such rights with respect to an officer of actions taken, omissions occurring, or Proceedings, appeals, inquiries or investigations arising prior to any other entity amendment, modification or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterpriserepeal.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”) Each person who was or is made a party or is threatened to be made a party to or otherwise is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he or she, she or a Person for person of whom he or she is the legal representative, is or was or has agreed to become a Director or officer of the Corporation or, while a Director Company or officer of the Corporation, is or was serving or has agreed to serve at the request of the Corporation Company as a director, manager, officer, employee, employee or agent or trustee of another entity corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a Director or officer or in any other capacity while serving or having agreed to serve as a Director or officer, shall be indemnified and held harmless by the Company to the fullest extent authorized by the Act, as the same exists or may hereafter be amended, (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against all expense, liability and loss suffered and expenses (including, including without limitation, attorneys’ fees and expensesfees, judgments, fines, ERISA excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Covered Person. Notwithstanding person in connection therewith and such indemnification shall continue as to a person who has ceased to serve in the preceding sentencecapacity which initially entitled such person to indemnity hereunder and shall inure to the benefit of his or her heirs, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to executors and administrators; provided, however, that the Company shall indemnify any such person seeking indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding proceeding (or part thereof) commenced initiated by such Covered Person person only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person was authorized by the BoardBoard of Directors. Any reference The right to indemnification conferred in this Section 8 shall be a contract right and shall include the right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Act requires, the payment of such expenses incurred by a current, former or proposed Director or officer in his or her capacity as a Director or officer or proposed Director or officer (and not in any other capacity in which service was or is or has been agreed to be rendered by such person while a Director or officer, including, without limitation, service to an officer employee benefit plan) in advance of the Corporation in this Article 11 final disposition of a proceeding, shall be deemed to refer exclusively made only upon delivery to the ChairmanCompany of an undertaking, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity by or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body on behalf of such other entity pursuant indemnified person, to the certificate of incorporation and by-laws or equivalent organizational documents of repay all amounts so advanced if it shall ultimately be determined that such other entity or enterpriseindemnified person is not entitled to be indemnified under this Section 8.2.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to To the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person the laws of the State of Delaware: (a “Covered Person”a) who The Company shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to or otherwise involved any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative proceeding (a “Proceeding”), including any investigations) by reason of the fact that he or she, or a Person for whom he or she is the legal representative, Indemnitee is or was a Director or officer of the Corporation or, while a Director or officer of the Corporation, is or was serving has agreed to serve at the request of the Corporation Company as a director, officer, employee or agent (which for purposes hereof, shall include a trustee, partner or manager or similar capacity) of the Company, or while serving as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, partner or manager or similar capacity) of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity. For the avoidance of doubt, the foregoing indemnification obligation includes, without limitation, claims for monetary damages against Indemnitee in respect of an alleged breach of fiduciary duties, to the fullest extent permitted under Section 102(b)(7) of the DGCL as in existence on the date hereof. (b) The indemnification provided by this Section 1 shall be from and against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such proceeding and any appeal therefrom, but shall only be provided if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. (c) Notwithstanding the foregoing provisions of this Section 1, in the case of any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or while serving as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, Indemnitee shall be entitled to the rights of indemnification provided for herein in connection with such action or suit if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification shall be made in respect of any such claim, issue or matter as to which Indemnitee shall have been finally adjudged to be liable to the Company unless, and only to the extent that, the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. (d) The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful. In addition, neither the failure of the party making the determination as specified in Section 3 below (the “reviewing party”) to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the reviewing party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law, shall be a defense in such legal proceedings to Indemnitee’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief. In connection with any determination by the reviewing party or otherwise as to whether ▇▇▇▇▇▇▇▇▇▇ is entitled to be indemnified hereunder, the burden of proof shall be on the Company to establish by clear and convincing evidence that Indemnitee is not so entitled. (e) The indemnification and contribution provided for herein will remain in full force and effect regardless of any investigation made by or on behalf of Indemnitee or any officer, director, employee, agent or trustee controlling person of another entity or enterprise, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees and expenses, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer of the Corporation in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterpriseIndemnitee.

Right to Indemnification. The Corporation shall indemnify and hold harmless, Subject to the fullest extent permitted by applicable law limitations and conditions as it presently exists or may hereafter be amendedprovided in this Section 5.4, any each Person (a “Covered Person”) who was or is made a party or is threatened to be made a party to or otherwise is 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 shesuch Person, or a Person for whom he or she of which such Person is the legal representative, is or was a Director Member, shall be indemnified by the Company to the fullest extent permitted by applicable law, as the same exists or officer may hereafter be amended (but, in the case of any such amendment, only to the Corporation orextent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, while a Director or officer of the Corporationpenalties (including excise and similar taxes and punitive damages), is or was serving at the request of the Corporation as a directorfines, officer, employee, agent or trustee of another entity or enterprise, including service with respect to employee benefit plans, against all liability settlements and loss suffered and reasonable expenses (including, without limitation, reasonable attorneys’ fees and expenses, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlementexperts’ fees) reasonably actually incurred by such Covered Person in connection with such Proceeding, appeal, inquiry or investigation (each a “Loss”); provided, however, that, (i) if such Loss shall have been the result of gross negligence, fraud or intentional misconduct by such Person. Notwithstanding , such indemnification shall not cover such Loss to the preceding sentenceextent resulting from such gross negligence, except as otherwise provided in Section 11.3 with respect fraud or intentional misconduct, and (ii) the Company shall not be obligated to Proceedings to enforce rights to indemnification or advancement of expenses or indemnify such Person (x) with respect to any compulsory counterclaim claim, action or proceeding initiated by or brought voluntarily by such indemnitee, Person and not by way of defense or (y) for amounts paid in settlement of an action effected without the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer prior written consent of the Corporation Managing Member to such settlement, which consent shall not be unreasonably withheld. Indemnification under this Section 5.4 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Article 11 Section 5.4 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-lawscontract rights, and no amendment, modification or repeal of this Section 5.4 shall have the effect of limiting or denying any reference such rights with respect to an officer actions taken or Proceedings, appeals, inquiries or investigations arising prior to any such amendment, modification or repeal. For the avoidance of any other entity or other enterprise doubt, this Agreement shall be deemed to refer exclusively to an officer appointed by not affect the board of directors or equivalent governing body of such other entity indemnification and advancement rights provided pursuant to the certificate Original LLC Agreement in favor of incorporation and by-laws any Person relating to Proceedings arising out of actions or equivalent organizational documents omissions occurring in whole or in part prior to the effectiveness of such other entity or enterprisethis Agreement.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”A) Each person who was or is made a party or is threatened to be made a party to or otherwise is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he or she, or a Person for person of whom he or she is the legal representative, is or was a Director or officer of the Corporation or, while a Director director or officer of the Corporation, is or was serving at the request of serves, in any capacity, any corporation, partnership or other entity in which the Corporation as has a director, officer, employee, agent partnership or trustee of another entity or enterpriseother interest, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss suffered and expenses (including, without limitation, including attorneys’ fees and expensesfees, judgments, fines, ERISA excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Covered Person. Notwithstanding person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the preceding sentencebenefit of his or her heirs, executors and administrators, and (B) the Corporation shall indemnify and hold harmless in such manner any person designated by the Board, or any committee thereof, as a person subject to this indemnification provision, and who was or is made a party or is threatened to be made a party to a proceeding by reason of the fact that he, she or a person of whom he or she is the legal representative, is or was serving at the request of the Board of the Corporation as a director, officer, employee or agent of another corporation or a partnership, joint venture, trust or other enterprise whether such request is made before or after the acts taken or allegedly taken or events occurring or allegedly occurring which give rise to such proceeding; provided, however, that except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement subsection (b)(ii) of expenses or with respect to any compulsory counterclaim brought by such indemniteethis Section, the Corporation shall be required indemnify any such person seeking indemnification pursuant to indemnify a Covered Person this subsection in connection with a Proceeding proceeding (or part thereof) commenced initiated by such Covered Person person only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference The right to indemnification conferred herein shall be a contract right based upon an offer from the Corporation which shall be deemed to have been made to a person subject to subsection (b)(i)(A) on the date hereof and to a person subject to subsection (b)(i)(B) on the date designated by the Board, shall be deemed to be accepted by such person’s service or continued service as a director or officer of the Corporation for any period after the offer is made and shall include the right to be paid by the Corporation the expenses incurred in this Article 11 defending any such proceeding in advance of its final disposition; provided, however, that if the DGCL requires, the payment of such expenses incurred by a director or officer in his or her capacity as the director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be deemed to refer exclusively made only upon delivery to the ChairmanCorporation of an undertaking, Vice Chairmanby or on behalf of such director or officer, Chief Executive Officerto repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section or otherwise. The Corporation may, Presidentby action of the Board, Vice Presidents, Secretary, Treasurer and any other officers provide indemnification to employees or agents of the Corporation appointed pursuant to Section 5.01 of with the Corporation’s By-laws, same scope and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by effect as the board foregoing indemnification of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterpriseofficers.

Right to Indemnification. The Corporation shall indemnify and hold harmless, Subject to the fullest extent permitted by applicable law as it presently exists or may hereafter be amendedlimitations and conditions provided in this Article VIII, any each Person (a “Covered Person”) who was or is a party or is threatened to be made a party to or otherwise involved any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative investigative, or any appeal in such a proceeding or any inquiry or investigation that could lead to such a proceeding (any such proceeding, appeal, inquiry or investigation being hereinafter called a “Proceeding”), by reason of the fact that he such Person (a) is or she, was the Member or a Director or is or was serving as an Officer of the Company or (b) while the Member or a Director or a Person for whom he or she is the legal representative, is or was a Director or officer serving as an Officer of the Corporation or, while a Director or officer of the Corporation, Company is or was serving at the written request of the Corporation Company as a manager, member, director, officer, partner, venturer, proprietor, trustee, employee, agent agent, or trustee similar official or functionary of another entity foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, including service with respect shall be indemnified by the Company to employee benefit plansthe fullest extent that would be permitted by the General Corporation Law of the State of Delaware (“DGCL”) as the same exists or may hereafter be amended (but in the case of any such amendment, only to the extent that such amendment provides broader indemnification rights than were provided by the DGCL prior to such amendment) if the Company were a corporation organized under the DGCL and the Member or Director were a director of such a corporation and each such Officer were an officer of such a corporation, against all liability judgments, penalties (including excise and loss suffered similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorneys’ fees and expenses, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlementfees) reasonably actually incurred by such Covered Person. Notwithstanding Person in connection with such Proceeding, and indemnification under this Article VIII shall continue as to a Person who has ceased to serve in the preceding sentence, except as otherwise provided in Section 11.3 capacity which initially entitled such Person to indemnity hereunder with respect to actions or omissions prior to such cessation and shall inure to the benefit of the heirs, executors and administrators of such Person. The rights granted pursuant to this Article VIII shall be deemed contract rights, and no amendment, modification or repeal of this Article VIII shall have the effect of limiting or denying any such rights with respect to actions or omissions or Proceedings arising prior to enforce rights any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article VIII could involve indemnification for negligence or liabilities under theories of strict liability. Notwithstanding any other provision of this Article VIII, no Person shall be entitled to indemnification or advancement of expenses or under this Article VIII with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereofany claim in any Proceeding) commenced initiated or made by such Covered Person only if without the commencement express prior approval of such Proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer Notwithstanding any other provision of the Corporation in this Article 11 VIII, and in addition to the other limitations on indemnification under the DGCL incorporated herein as aforesaid, no Person shall be deemed entitled to refer exclusively indemnification under this Article VIII against judgments, penalties, fines, settlements and expenses to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of extent they result from actions or omissions involving gross negligence or willful misconduct on the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body part of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterprisePerson.

Right to Indemnification. The Corporation shall indemnify and hold harmless, Subject to the fullest extent permitted by applicable law limitations and conditions as it presently exists or may hereafter be amendedprovided in this Article VII, any each Person (a “Covered Person”) who was or is made a party or is threatened to be made a party to or otherwise is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative administrative, arbitrative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a Person for of whom he or she is the legal representative, is or was a Director Unitholder, Manager or officer of the Corporation orOfficer, or while a Director Unitholder, Manager or officer of the Corporation, Officer is or was serving at the request of the Corporation Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or trustee similar functionary of another entity foreign or enterprisedomestic limited liability company, including service with respect to corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plans, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees and expenses, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer of the Corporation in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity plan or other enterprise shall be deemed to refer exclusively to an officer appointed indemnified by the board Company to the fullest extent permitted by the Delaware Act, as the same exist or may hereafter be amended (but, in the case of directors or equivalent governing body of any such other entity amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including attorneys’ fees) actually incurred by such Person in connection with such Proceeding, and indemnification under this Article VII shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Article VII shall be deemed contract rights, and no amendment, modification or repeal of this Article VII shall have the certificate effect of incorporation and by-laws limiting or equivalent organizational documents denying any such rights with respect to actions taken or Proceedings arising prior to any amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article VII could involve indemnification for negligence or under theories of such other entity or enterprisestrict liability.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”a) Each person who was or is a party or is threatened to be made a party to to, or was or is otherwise involved in, any action, suit, arbitration, alternative dispute resolution mechanism, investigation, inquiry, judicial, administrative or legislative hearing, or any other threatened, pending or completed action, suit or proceeding, whether brought by or in the right of the Corporation or otherwise, including any and all appeals, whether of a civil, criminal, administrative administrative, legislative, investigative or investigative other nature (hereinafter a “Proceedingproceeding”), 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 Director director or an officer of the Corporation or while a director or officer of the Corporation or, while a Director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another entity corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plansplan (hereinafter an “indemnitee”), or by reason of anything done or not done by him or her in any such capacity, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, against all expense, liability and loss suffered and expenses (including, without limitation, including attorneys’ fees and expensesfees, judgments, fines, ▇▇▇▇▇ excise taxes or taxes, penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid in settlement by or to be paid in settlementon behalf of the indemnitee) actually and reasonably incurred by such Covered Person. Notwithstanding indemnitee in connection therewith, all on the preceding sentenceterms and conditions set forth in these Bylaws; provided, however, that, except as otherwise required by law or provided in Section 11.3 6.4 with respect to Proceedings suits to enforce rights to under this Article VI, the Corporation shall indemnify any such indemnitee in connection with a proceeding, or part thereof, voluntarily initiated by such indemnitee (including claims and counterclaims, whether such counterclaims are asserted by: (i) such indemnitee; or (ii) the Corporation in a proceeding initiated by such indemnitee) only if such proceeding, or part thereof, was authorized or ratified by the Board of Directors or the Board of Directors otherwise determines that indemnification or advancement of expenses is appropriate. (b) To receive indemnification under this Article VI, an indemnitee shall submit a written request to the Secretary of the Corporation. Such request shall include documentation or information that is necessary to determine the entitlement of the indemnitee to indemnification and that is reasonably available to the indemnitee. Upon receipt by the Secretary of the Corporation of such a written request, unless indemnification is required by Section 6.3, the entitlement of the indemnitee to indemnification shall be determined by the following person or persons who shall be empowered to make such determination, as selected by the Board of Directors (except with respect to clause (v) of this Section 6.1(b)): (i) the Board of Directors by a majority vote of the directors who are not parties to such proceeding, whether or not such majority constitutes a quorum; (ii) a committee of such directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the indemnitee; (iv) the stockholders of the Corporation; or (v) in the event that a change of control (as defined below) has occurred, by independent legal counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the indemnitee. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Corporation not later than 60 days after receipt by the Secretary of the Corporation of a written request for indemnification. For purposes of this Section 6.1(b), a “change of control” will be deemed to have occurred if, with respect to any compulsory counterclaim brought by such indemniteeparticular 24-month period, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if individuals who, at the commencement beginning of such Proceeding 24-month period, constituted the Board of Directors (the “incumbent board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to the beginning of such 24-month period whose election, or part thereof) nomination for election by the Covered Person was authorized by the Board. Any reference to an officer of the Corporation in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 stockholders of the Corporation’s By-laws, and any reference to an officer was approved by a vote of any other entity or other enterprise at least a majority of the directors then comprising the incumbent board shall be deemed considered as though such individual were a member of the incumbent board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to refer exclusively to an officer appointed by the board election or removal of directors or equivalent governing body other actual or threatened solicitation of such proxies or consents by or on behalf of a person other entity pursuant to than the certificate Board of incorporation and by-laws or equivalent organizational documents of such other entity or enterpriseDirectors.

Right to Indemnification. (a) The Corporation shall Company hereby agrees to indemnify and hold harmless, harmless any Person (each an “Indemnified Person”) to the fullest extent permitted by applicable law under the Act, as it presently the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Company is providing immediately prior to such amendment), against all expenses, liabilities and losses (including reasonable attorneys’ fees, judgments, fines, excise taxes or penalties) reasonably incurred or suffered by such Person (a “Covered or one or more of such Person”’s Affiliates) who was or is a party or is threatened to be made a party to or otherwise involved any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he such Person (i) is or shewas a Member, (ii) is or was serving as the Managing Member, or a Person for whom he or she is (iii) in the legal representativecase of the Managing Member and its Affiliates only, is or was a Director serving as an officer, principal, member, partner, employee or officer other agent of the Corporation or, while a Director Company or officer of the Corporation, is or was serving at the request of the Corporation Company as a directorthe manager, officer, employeedirector, principal, member, partner, employee or agent or trustee of another entity corporation, partnership, joint venture, limited liability company, trust or other enterprise; provided that no Indemnified Person shall be indemnified for any expenses, liabilities and losses suffered that are attributable to such Indemnified Person’s or its Affiliates’ fraud or willful misconduct, or for any present or future breaches of any representations, warranties, agreements or covenants by such Indemnified Person or its Affiliates contained herein or in any other agreements with the Company. Subject to the prior approval of the Managing Member, expenses, including service attorneys’ fees, incurred by any such Indemnified Person in defending a proceeding shall be paid by the Company in advance of the final disposition of such proceeding, including any appeal therefrom, upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company. The Company may, at its expense, by notice to such Indemnified Person, assume the exclusive right to defend, compromise or settle any claim or proceeding with counsel selected by the Company; provided that such Indemnified Person shall have the right to participate in any such claim or proceeding and to employ counsel, at its own expense, it being understood, however, that the Company shall control such defense; provided, further that such Indemnified Person will not be bound by any compromise or settlement effected with respect to employee benefit planssuch claim or proceeding with respect to which it is indemnified hereunder without its consent, against which consent shall not be unreasonably withheld, conditioned or delayed. Whether or not the Company shall have assumed the defense of a claim or proceeding, no Indemnified Person shall admit any liability with respect to, or settle, compromise or discharge, any claim or proceeding without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. (b) The Company hereby acknowledges that certain of the Indemnified Persons also have certain rights to indemnification, advancement of expenses and/or insurance provided by ACS and/or certain of its Affiliates and members (collectively, the “Fund Indemnitors”). The Company hereby agrees with respect to any indemnification, hold harmless obligation, expense advancement or reimbursement provision or any other similar obligation to an Indemnified Person under Section 7.03(a), (i) that it is the indemnitor of first resort (i.e., its obligations to the Indemnified Persons are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Indemnified Person is secondary), (ii) that it shall be required to advance the full amount of expenses incurred by any Indemnified Person and shall be liable for the full amount of all liability and loss suffered and expenses (including, without limitation, attorneys’ fees and expenses, judgments, penalties, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement or any other agreement, as applicable, without regard to be paid any rights any Indemnified Person may have against the Fund Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in settlement) reasonably incurred respect thereof. The Company further agrees that no advancement or payment by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement Fund Indemnitors on behalf of expenses or any Indemnified Person with respect to any compulsory counterclaim brought claim for which any Indemnified Person has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of any Indemnified Person against the Company. (c) The right to indemnification and the advancement of expenses conferred in this Section 7.03 shall not be exclusive of any other right which any Person may have or hereafter acquire under any statute, agreement, by-law, approval of the Managing Member or otherwise. The Company agrees that the Indemnified Persons and the Fund Indemnitors are express third-party beneficiaries of the terms of this Section 7.03. (d) The Company may maintain insurance, at its expense, to protect any Indemnified Person against any expense, liability or loss described in Section 7.03(a) whether or not the Company would have the power to indemnify such Indemnified Person against such expense, liability or loss under the provisions of this Section 7.03. (e) Notwithstanding anything contained herein to the contrary (including in this Section 7.03), any indemnity by the Company relating to the matters covered in this Section 7.03 shall be provided out of and to the extent of the Company assets only and no Member (unless such indemnitee, the Corporation Member otherwise agrees in writing or is found in a final decision by a court of competent jurisdiction to have personal liability on account thereof) shall have personal liability on account thereof or shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by make additional Capital Contributions to help satisfy such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer indemnity of the Corporation in Company. (f) If this Article 11 Section 7.03 or any portion hereof shall be deemed invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each Indemnified Person pursuant to refer exclusively this Section 7.03 to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer fullest extent permitted by any applicable portion of this Section 7.03 that shall not have been invalidated and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterprisefullest extent permitted by applicable law.

Right to Indemnification. The Corporation shall indemnify and hold harmlessCorporation, to the fullest extent permitted or required by Delaware General Corporation Law or other applicable law law, as it presently the same exists or may hereafter be amendedamended (but, in the case of any Person such amendment and unless applicable law otherwise requires, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), shall indemnify and hold harmless any person who is or was a director or officer of the Corporation and who is or was involved in any manner (a “Covered Person”) who was or is including, without limitation, as a party or a witness) or is threatened to be made a party to or otherwise so involved in any threatened, pending or completed investigation, claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, any action, suit or proceedings by or in the right of the Corporation to procure a “judgment in its favor) (a "Proceeding”), ") by reason of the fact that he or she, or a Person for whom he or she is the legal representative, such person is or was a Director director, officer, employee or officer of the Corporation or, while a Director or officer agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, employee or agent or trustee of another entity corporation, partnership, joint venture, trust or enterprise, including service with respect to employee benefit plans, against all liability and loss suffered and expenses other enterprise (including, without limitation, any employee benefit plan) (a "Covered Entity") against all expenses (including attorneys’ fees and expenses' fees), judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, fines and amounts paid or to be paid in settlement) settlement actually and reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall be required to indemnify a Covered Person person in connection with such Proceeding; provided, however, that the foregoing shall not apply to a Proceeding (director or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer of the Corporation with respect to a Proceeding that was commenced by such director or officer unless the proceeding was commenced after a Change in Control (as hereinafter defined in Section 4(e) of this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers Article). Any director or officer of the Corporation appointed pursuant entitled to indemnification as provided in this Section 5.01 1 is hereinafter called an "Indemnitee". Any right of an Indemnitee to indemnification shall be a contract right and shall include the Corporation’s By-lawsright to receive, and any reference prior to an officer the conclusion of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed Proceeding, payment of any expenses incurred by the board Indemnitee in connection with such proceeding, consistent with the provisions of directors or equivalent governing body applicable law as then in effect and the other provisions of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterprisethis Article.

Right to Indemnification. The Corporation shall indemnify and hold harmless, Subject to the fullest extent permitted by applicable law limitations and conditions as it presently exists or may hereafter be amendedprovided in this Article, any Person (a “Covered Person”) each person who was or is made a party or is threatened to be made a party to or otherwise is involved in any threatenedProceeding, pending or completed actionany appeal in such a Proceeding, suit or proceeding, whether civil, criminal, administrative any inquiry or investigative (investigation that could lead to such a “Proceeding”), by reason of the fact that he or she, or a Person for person of whom he or she is the legal representative, is or was a Director Member or officer Manager of the Corporation or, Company or while a Director Member or officer Manager of the Corporation, Company is or was serving at the request of the Corporation Company as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent agent, or trustee similar functionary of another entity foreign or enterprisedomestic limited liability company, including service with respect to corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plansplan or other enterprise shall be indemnified by the Company to the fullest extent permitted by the TBOC, as the same exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against all liability judgments, penalties (including excise and loss suffered similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorneys’ fees and expenses, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlementattorney’s fees) reasonably actually incurred by such Covered Personperson in connection with such Proceeding, and indemnification under this Article shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder. Notwithstanding The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal of this Article shall have the preceding sentence, except as otherwise provided in Section 11.3 effect of limiting or denying any such rights with respect to Proceedings to enforce rights to indemnification actions taken or advancement of expenses or with respect Proceeding arising prior to any compulsory counterclaim brought by such indemniteeamendment, modification or repeal. It is expressly acknowledged that the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer of the Corporation indemnification provided in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers could involve indemnification for negligence or under theories of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterprisestrict liability.

Right to Indemnification. The Corporation shall indemnify and hold harmless, Subject to the fullest extent permitted by applicable law as it presently exists or may hereafter be amendedlimitations and conditions set forth in this Article XII, any each Person (a “Covered Person”) who was or is made a party or is threatened to be made a party to or otherwise is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative (a “"Proceeding”"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a Person for of whom he or she is the legal representative, is or was a Director Member, Manager or officer of the Corporation or, Company or while a Director Member, Manager or officer of the Corporation, Company is or was serving at the request of the Corporation Company as a partner, director, officer, manager, member, venturer, proprietor, trustee, employee, agent agent, or trustee similar functionary of another entity foreign or enterprisedomestic limited liability company, including service with respect to corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plansplan or other enterprise (a "Covered Person"), shall be indemnified by the Company to the fullest extent permitted by the Act, as the same exists or may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against all liability judgments, penalties (including excise and loss suffered similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorneys’ fees and expenses, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement' fees) reasonably actually incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall be required to indemnify a Covered Person in connection with such Proceeding, and indemnification under this Section 12.1 shall continue as to a Proceeding (or part thereof) commenced Person who has ceased to serve in the capacity that initially entitled such Person to indemnity under this Section. Such actions covered by such Covered indemnification shall include those brought by a Member or the Company. The rights granted pursuant to this Article XII shall be deemed contract rights, and no amendment, modification or repeal of this Article XII shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any such amendment, modification or repeal. IT IS EXPRESSLY ACKNOWLEDGED THAT THE INDEMNIFICATION PROVIDED IN THIS ARTICLE XII COULD INVOLVE INDEMNIFICATION FOR NEGLIGENCE OR UNDER THEORIES OF STRICT LIABILITY; provided, however, that notwithstanding the foregoing or any other provision of this Agreement, the Company shall not provide indemnification to any Person only if the commencement in respect of such any Disabling Conduct. The negative disposition of any Proceeding (by judgment, order, settlement, conviction or part thereof) by upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the Covered Person was authorized by acted in a manner contrary to the Board. Any reference to an officer of the Corporation standard set forth in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterpriseSection.

Right to Indemnification. The Corporation Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law Law as it presently exists or may hereafter be amended, any Series A Director, the Investors and their respective Affiliates (other than the Company and its Subsidiaries) and direct and indirect partners (including partners of partners and stockholders and members of partners), members, stockholders, managers, directors, officers, employees and agents and each Person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Covered Persons”) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees), sustained or suffered by any such Covered Person based upon, relating to, arising out of, or by reason of any third party or governmental claims relating to such Covered Person’s status as a stockholder or controlling person of the Company (including any and all losses, claims, damages or liabilities under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, which relate directly or indirectly to the registration, purchase, sale or ownership of any equity securities of the Company or to any fiduciary obligation owed with respect thereto), including in connection with any third party or governmental action or claim relating to any action taken or omitted to be taken or alleged to have been taken or omitted to have been taken by any Covered Person as a stockholder or controlling person, including claims alleging so-called control person liability or securities law liability (any such claim, a “Covered Person”) who was or is a party or is threatened to be made a party to or otherwise involved any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “ProceedingClaim”), by reason except to the extent such Claim is due to or stems from the gross negligence, willful misconduct or fraud of the fact that he or sheSeries A Director, or a Person for whom he or she is the legal representativeInvestors and their respective Affiliates (other than the Company and its Subsidiaries). Notwithstanding anything herein to the contrary, is or was a Director or officer in no event shall the aggregate liability of the Corporation or, while a Director or officer Company under this Article X exceed an amount equal to the aggregate amount actually funded by Investors pursuant to the Purchase Agreement and this Agreement as of the Corporationapplicable date of determination, is or was serving at less an amount equal to (i) the request number of shares of Series A Preferred Stock that the Corporation as a director, officer, employee, agent or trustee of another entity or enterprise, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees and expenses, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer of the Corporation in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed Company has redeemed pursuant to Section 5.01 7 of the Corporation’s By-laws, and any reference to an officer Certificate of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed Designations as of the date of determination multiplied by (ii) the board Original Issue Price (as defined in the Certificate of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterpriseDesignations).

Right to Indemnification. The Corporation shall indemnify and hold harmless, Subject to the fullest extent permitted by applicable law as it presently exists or may hereafter be amendedlimitations and conditions provided for in this Article 8, any each Person (a “Covered Person”) who was or is made a party or is threatened to be made a party to or otherwise is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative arbitrative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or shehe, or a Person for whom of which he or she is the legal representative, is or was a Director Member, Manager or Officer (or officer or Manager or shareholder of any of the Corporation orforegoing) shall be indemnified by the Company to the fullest extent permitted by applicable law, while a Director as the same exists or officer may hereafter be amended (but, in the case of any such amendment, only to the Corporation, is or was serving at extent that such amendment permits the request of Company to provide broader indemnification rights than said law permitted the Corporation as a director, officer, employee, agent or trustee of another entity or enterprise, including service with respect Company to employee benefit plansprovide prior to such amendment), against all liability judgments, penalties (including excise and loss suffered similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, reasonable attorneys’ fees and expenses, judgments, fines, excise taxes incurred in connection with any such Proceeding or penalties any action by a Person to enforce its rights under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably this Article 8) actually incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (such Proceeding, appeal, inquiry or part thereof) commenced by investigation, except to the extent that any such Covered Person only if judgments, penalties, fines, settlements and expenses shall have been the commencement result of such Proceeding (gross negligence, fraud or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer intentional misconduct of the Corporation Person otherwise entitled to indemnification. The indemnification under this Article 8 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Article 8 shall be deemed contract rights, and no amendment, modification or repeal of this Article 8 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers 8 could involve indemnification for negligence or under theories of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterprisestrict liability.

Right to Indemnification. The provision in this ARTICLE VIII that an “officer” shall be indemnified and held harmless by the Corporation is intended to mean an “Elected Officer.” Accordingly, the term “officer” in ARTICLE VIII shall indemnify and hold harmlessmean “Elected Officer” as such term is defined in ARTICLE IV, to Section 1 of the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”) Bylaws of the Corporation. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), 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 Director director or an officer of the Corporation or such director or officer of the Corporation or, while a Director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, manager, employee, agent or trustee of another entity corporation or of a partnership, limited liability company joint venture, trust or other enterprise, including service with respect to an employee benefit plansplan (hereinafter an “indemnitee”), whether the basis of such proceeding is an alleged action in an official capacity as a director, officer, manager, employee, agent, trustee or in any other capacity while serving as a director, officer, manager, employee, agent or trustee shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss suffered and expenses (including, without limitation, including attorneys’ fees and expensesfees, judgments, fines, ERISA excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Covered Person. Notwithstanding the preceding sentenceindemnitee in connection therewith; provided, however, that, except as otherwise provided in Section 11.3 3 of this Article VIII with respect to Proceedings proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemniteeindemnification, the Corporation shall be required to indemnify a Covered Person any such indemnitee in connection with a Proceeding proceeding (or part thereof) commenced initiated by such Covered Person indemnitee only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer Board of the Corporation in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 Directors of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterprise.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”) Each person who was or is made a party or is threatened to be made a party to or otherwise is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”"proceeding"), by reason of the fact that he or she, she or a Person for person of whom he or she is the legal representative, is or was or has agreed to become a Director director or officer of the Corporation or, while a Director or officer of the Corporation, is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee, employee or agent or trustee of another entity corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving or having agreed to serve as a director or officer, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended, (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) against all expense, liability and loss suffered and expenses (including, including without limitation, attorneys’ fees and expenses' fees, judgments, fines, ERISA excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Covered Person. Notwithstanding person in connection therewith and such indemnification shall continue as to a person who has ceased to serve in the preceding sentencecapacity which initially entitled such person to indemnity hereunder and shall inure to the benefit of his or her heirs, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemniteeexecutors and administrators; PROVIDED, HOWEVER, that the Corporation shall be required to indemnify a Covered Person any such person seeking indemnification in connection with a Proceeding proceeding (or part thereof), other than a proceeding (or part thereof) commenced brought under Section 3 of this Article VI, initiated by such Covered Person person or his or her heirs, executors and administrators only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer of the Corporation in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of the Corporation. The right to indemnification conferred in this Article VI shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; PROVIDED, HOWEVER, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a current, former or proposed director or officer in his or her capacity as a director or officer or proposed director or officer (and not in any other entity pursuant capacity in which service was or is or has been agreed to be rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the certificate Corporation of incorporation and by-laws an undertaking, by or equivalent organizational documents on behalf of such other entity indemnified person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified person is not entitled to be indemnified under this Section or enterpriseotherwise.

Right to Indemnification. The Corporation shall indemnify and hold harmless, Subject to the fullest extent permitted by applicable law limitations and conditions as it presently exists or may hereafter be amendedprovided in this Article VI, any each Person (a “Covered Person”) who was or is made a party or is threatened to be made a party to or otherwise is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative arbitrative (a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or shesuch Person, or a Person for whom he or she of which such Person is the legal representative, is or was a Director Member, a Manager or an Officer, the Tax Matters Representative or an officer or member of the Corporation orboard of a Subsidiary, while a Director shall be indemnified by the Company to the fullest extent permitted by applicable law, as the same exists or officer may hereafter be amended (but, in the case of any such amendment, only to the Corporationextent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another entity or enterprise, penalties (including service with respect to employee benefit plans, against all liability excise and loss suffered similar taxes and expenses (including, without limitation, attorneys’ fees and expenses, judgmentspunitive damages), fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, settlements and amounts paid or to be paid in settlementreasonable expenses (including reasonable attorneys’ and experts’ fees) reasonably actually incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding such Proceeding, appeal, inquiry or investigation (“Damages”), unless such Damages shall have been the result of gross negligence, fraud or part thereof) commenced willful misconduct by such Covered Person only if Person, in which case such indemnification shall not cover such Damage to the commencement of extent resulting from such Proceeding (gross negligence, fraud or part thereof) by the Covered Person was authorized by the Boardwillful misconduct. Any reference to an officer of the Corporation in Indemnification under this Article 11 VI shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Article VI shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-lawscontract rights, and no amendment, modification or repeal of this Article VI shall have the effect of limiting or denying any reference such rights with respect to an officer of actions taken or Proceedings, appeals, inquiries or investigations arising prior to any other entity amendment, modification or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterpriserepeal.

Right to Indemnification. The Corporation shall (a) Effective at and after the Closing, Seller hereby agrees to indemnify Buyer and hold harmlessBuyer Parent, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”) who was or is a party or is threatened to be made a party to or otherwise involved 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 Director or officer of the Corporation or, while a Director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another entity or enterprise, including service with respect to employee benefit plans, against all liability and loss suffered and expenses their respective Affiliates (including, without limitationeffective after the Closing, the Company), directors, officers, agents, employees and representatives and their respective successors and assignees (each, a “Buyer Indemnified Party”) against, and agree to hold each of them harmless from, any damage, loss, liability and expense (including reasonable and documented expenses of investigation and reasonable and documented attorneys’ fees and expenses) (“Damages”) in connection with any action, judgmentssuit, finesclaim or other Proceeding (a “Claim”), excise taxes whether involving a Third Party Claim or penalties under a Claim solely between the Employee Retirement Income Security Act parties hereto (with the amount of 1974such Damages determined without regard to any materiality qualification contained in any representation, warranty or covenant giving rise to the claim for indemnity hereunder), suffered, incurred or paid, by a Buyer Indemnified Party as amendeda result of, in connection with or arising out of (A) the failure of any representation or warranty made by Seller in Article 3 of this Agreement or in any certificate or other writing delivered pursuant to Section 2.03(c) to be true and amounts paid correct (each such failure of a representation or warranty to be true and correct, a “Warranty Breach”), (B) any failure of Seller or its Affiliates, which failure occurred prior to the Closing Date, to comply in any respect with any Product Warranty (each such failure, a “Product Warranty Breach”), (C) breach of covenant or agreement made or to be paid performed by Seller or the Company pursuant to this Agreement, or (D) the Excluded Liabilities; provided that: (i) Seller shall not be liable unless and until the aggregate amount of Damages exceeds US$115,000 (the “Deductible”), after which Seller shall only be liable for Damages in settlementexcess of the Deductible; (ii) reasonably Seller’s maximum aggregate liability arising under this Agreement (for the avoidance of doubt, not including any Ancillary Agreement), including in any certificate or other writing delivered pursuant to this Agreement (except for any Ancillary Agreement), shall not exceed $1,560,000 in the aggregate (the “Maximum Indemnity Amount”) and any Buyer Indemnified Party seeking indemnification from Seller under this Agreement (for the avoidance of doubt, not including any Ancillary Agreement) shall first seek recovery from the funds in the Indemnity Escrow Account and, upon extinguishment of such funds, may thereafter seek indemnification directly from Seller up to the Maximum Indemnity Amount; (iii) Recovery for a Claim may only be made through the one year anniversary of the Closing Date, except to the extent Buyer has validly served a Third Party Claim Notice and/or Officer’s Claim Certificate pursuant to Section 6.03 and, to the extent any funds remain in the Indemnity Escrow Account, the requirements of the Escrow Agreement, with respect to such Claim prior to such time; (iv) Seller shall have no liability in respect of any Warranty Breach arising from the representations and warranties contained in Section 3.23 (Environmental Matters) to the extent such Warranty Breach is discovered as the result of any environmental sampling or other investigation by or on behalf of any Buyer Indemnified Party following the Closing, except in each case to the extent (A) required by any applicable Environmental Law or by an Order of a competent Governmental Authority issued without the request of any Buyer Indemnified Party or (B) such sampling or investigation is initiated as a result of notice received by any Buyer Indemnified Party from third parties of, potential noncompliance with Environmental Laws in breach of Section 3.23; (v) Seller shall have no liability in respect of any Warranty Breach or any Product Warranty Breach if the Claim relates to a defective or faulty component, including Software, supplied by a third party to Buyer after Closing, even if such third party supplier or the supplied component or Software was designated in the Transferred Documentation by Seller; and (vi) Seller shall have no liability in respect of any Warranty Breach or any Product Warranty Breach to the extent such Claim results from a change, modification, repurposing or other alteration by Buyer or its Affiliates of a Business Product after Closing. (b) Notwithstanding anything herein to the contrary, the following Claims (collectively, the “Specified Claims”) shall not be subject to the limitations under Section 6.02(a)(i)-(iv): Claims under Section 5.03 (Tax Indemnification); any Excluded Liabilities; any Product Warranty Breaches; any breach of Seller’s obligation to transfer the Other Business Assets pursuant to Section 2.02 and Section 7.12; any breach of Seller’s obligations under Section 7.11(b); any Warranty Breach of Section 3.14(c); any inaccuracy on the Closing Officer’s Certificate as to the amount of the VAT Adjustment, the amount of Cash and Cash Equivalents of the Company at Closing, or the amount of Excess Incentive Obligations, if any; any inaccuracy on the Closing Officer’s Certificate as to the satisfaction of Section 8.02(a), to the extent related to a Specified Representation; any failure to deliver the items of inventory included on the Inventory Schedule; the amount of the Closing Asset Transfer Fees and Expenses; and any Warranty Breaches of the Specified Representations. Any breach of Section 3.07 (No Subsidiaries), to the extent any of the Specified Representations would have been breached had such Specified Representation covered the Company’s Subsidiaries in addition to the Company, shall be treated as a breach of the applicable Specified Representation. (c) Nothing in this Article 6 shall limit Buyer’s rights in relation to any Claims arising from fraud or misrepresentation with the intent to deceive on the part of Seller. (d) The indemnification provisions contained in this Article 6 shall provide the sole and exclusive remedy at and following the Closing as to all Damages that any Buyer Indemnified Party may incur under this Agreement (for the avoidance of doubt, excluding Damages incurred under any Ancillary Agreement), including in any certificate or other writing delivered pursuant to this Agreement (except for any Ancillary Agreement), except with respect to Damages for Specified Claims. Nothing in this Article 6 or elsewhere in this Agreement, however, shall affect the parties’ rights to specific performance or other equitable remedies with respect to the covenants and agreements referred to in this Agreement or to be performed after the Closing. (e) The amount of any Damages that are subject to indemnification by Seller under this Article 6 shall be reduced by the amount by which (a) the amount recovered by the Buyer Indemnified Parties under insurance policies or other third party collateral sources with respect to such Damages exceeds (b) the amount of expenses incurred by such Covered Person. Notwithstanding Buyer Indemnified Parties in procuring such recovery, including legal fees and expenses, and any prospective or increased premiums or costs as a result of such claim for which insurance proceeds are received; it being understood that each of the preceding sentence, except as otherwise provided in Section 11.3 with respect Buyer Indemnified Parties shall have sole discretion to Proceedings make or not to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought make claims under the insurance policies carried by such indemniteeBuyer Indemnified Party. (f) Notwithstanding anything herein to the contrary, the Corporation Buyer Indemnified Parties shall not be required entitled to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) recover any Damages more than once and recovery by the Covered Person was authorized by the Board. Any reference to an officer of the Corporation in this Article 11 Company shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed recovery by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterpriseBuyer Indemnified Parties.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”) Each person who was or is made a party or is threatened to be made a party to or otherwise is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he or she, or a Person for person of whom he or she is the legal representative, is or was a Director Manager or officer of the Corporation or, while a Director Company or officer of the Corporation, is or was serving at the request of the Corporation Company as a directormanager, director or officer, employee, employee or agent or trustee of another entity company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Company to the fullest extent authorized by the Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the fullest extent permitted by law, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), against all expense, liability and loss suffered and expenses (including, without limitation, including attorneys’ fees and expensesfees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Covered Person. Notwithstanding person in connection therewith and such indemnification shall continue as to a person who has ceased to be a Manager, director, officer, employee or agent and shall inure to the preceding sentencebenefit of his or her heirs, executors and administrators; provided, however, that, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemniteeparagraph (b) hereof, the Corporation Company shall be required to indemnify a Covered Person any such person seeking indemnification in connection with a Proceeding proceeding (or part thereof) commenced initiated by such Covered Person person only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person was authorized by the BoardManager. Any reference The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Act requires, the payment of such expenses incurred by a Manager or officer in his or her capacity as a Manager or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an officer employee benefit plan) in advance of the Corporation in this Article 11 final disposition of a proceeding, shall be deemed to refer exclusively made only upon delivery to the ChairmanCompany of an undertaking, Vice Chairmanby or on behalf of such Manager or officer, Chief Executive Officerto repay all amounts so advanced if it shall ultimately be determined that such Manager or officer is not entitled to be indemnified under this Section or otherwise. The Company may, President, Vice Presidents, Secretary, Treasurer and any other officers by action of the Corporation appointed pursuant Manager, provide indemnification to Section 5.01 employees and agents of the Corporation’s By-laws, Company with the same scope and any reference to an officer effect as the foregoing indemnification of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation Manager and by-laws or equivalent organizational documents of such other entity or enterpriseofficers.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”) Each person who was or is made a party or is threatened to be made a party to or otherwise is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”"proceeding"), by reason of the fact that he or she, or a Person for person of whom he or she is the legal representative, is or was a Director director or officer of the Corporation or, while a Director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, employee or agent or trustee of another entity corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the fullest extent permitted by law, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss suffered and expenses (including, without limitation, including attorneys’ fees and expenses' fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Covered Person. Notwithstanding person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the preceding sentencebenefit of his or her heirs, executors and administrators; provided, however, that, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemniteeparagraph (b) hereof, the Corporation shall be required to indemnify a Covered Person any such person seeking indemnification in connection with a Proceeding proceeding (or part thereof) commenced initiated by such Covered Person person only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of the Board, provide indemnification to employees and agents of the Corporation in this Article 11 shall be deemed to refer exclusively to with the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer same scope and any other officers of effect as the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board foregoing indemnification of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterpriseofficers.