Common use of Right to Indemnification Clause in Contracts

Right to Indemnification. Each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, she or it is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporation, 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 broader indemnification rights than such law permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managers.

Right to Indemnification. Each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, she or it is or was the Sole Member, a Manager, an Officer, or an officer, director manager or stockholder member of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationLLC 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 broader indemnification rights than such law permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managers.

Right to Indemnification. Each Person who was or Employer shall indemnify and defend Executive if Executive is made a party party, or is threatened to be made a party party, to any threatened, pending or is otherwise involved in any completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, she or it Executive is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder officer or Executive of the Sole Member Employer or any of its subsidiaries or affiliates, in its which capacity as sole member of the Company, or Executive is or was serving at the request of the Company Employer as a director, manager officer, Executive or officer agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee Executive benefit plan (an “Indemnitee”)plans, whether or not the basis of such Proceeding is the Executive’s alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holdera director, manager, director or officer, shall be indemnified and held harmless by the Company, to the fullest extent permitted Executive or required by the Delaware General Corporation Law as if the Company were a Delaware corporation, 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 broader indemnification rights than such law permitted prior to such amendment)agent, against all expenseliabilities, liability and loss costs, expenses (including reasonable attorneys’ fees), judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) settlement actually and reasonably incurred or suffered by such Indemnitee him in connection therewith; provided, however, that, except as provided with such Proceeding to the fullest extent and in Section 5.6 with respect to Proceedings to enforce rights to indemnificationthe manner set forth in and permitted or authorized by Employer’s certificate of incorporation or bylaws, the Company general corporation law of the state of incorporation of Employer, resolutions of the Board, and any other applicable law, as from time to time in effect. Such indemnification shall indemnify any such Indemnitee continue as to Executive even if he has ceased to be a director, officer, Executive or agent of Employer or other entity and shall inure to the benefit of Executive’s heirs, executors and administrators. Employer shall advance to Executive all reasonable costs and expenses incurred by him in connection with a Proceeding within twenty (20) days after receipt by Employer of a written request for such advance. Such request shall include undertakings by Executive (i) to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses and (ii) to assign to Employer all rights of Executive to indemnification under any policy of directors and officers liability insurance to the extent of the amount of expenses actually paid by Employer to or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managerson behalf of Executive.

Right to Indemnification. Each Person Subject to the limitations and conditions as provided in this Article 8, 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 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, she or it a person of which he is the legal representative, is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationapplicable 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 Company to provide broader indemnification rights than such said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), against all expensefines, liability settlements and loss reasonable expenses (including including, without limitation, reasonable attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably actually incurred or suffered by such Indemnitee person in connection therewith; providedwith such Proceeding, howeverappeal, thatinquiry or investigation, except and indemnification under this Article 8 shall continue as provided to a person who has ceased to serve in Section 5.6 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 Proceedings actions taken or Proceedings, appeals, inquiries or investigations arising prior to enforce rights any amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article 8 could involve indemnification for negligence or under theories of strict liability. Notwithstanding the foregoing, no such indemnity shall extend to indemnificationany officer to the extent that any Proceeding or such judgment, penalty, fine, settlement or expense results from Improper Conduct on the Company shall indemnify any part of such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersofficer.

Right to Indemnification. Each Subject to the limitations and conditions provided in this Article VIII, each Person who was or is made a party or is threatened to be made a party to any threatened, pending or is otherwise involved in any 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, she or it such Person (a) is or was the Sole Member, Member or a Manager, Director or is or was serving as an Officer, or an officer, director or stockholder Officer of the Sole Company or (b) while the Member in its capacity or a Director or a Person serving as sole member an Officer of the Company, or Company is or was serving at the written request of the Company as a manager, member, director, manager officer, partner, venturer, proprietor, trustee, employee, agent, or officer similar official or functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust sole proprietorship, trust, employee benefit plan or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, Company to the fullest extent that would be permitted or required by the Delaware General Corporation Law as if of the Company were a State of Delaware corporation, (“DGCL”) as the same exists or may hereafter be amended (but, but in the case of any such amendment, only to the extent that such amendment permits provides broader indemnification rights than such law permitted 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 judgments, penalties (including excise and similar taxes and punitive damages), against all expensefines, liability settlements, claims, other liabilities and loss reasonable expenses (including including, without limitation, attorneys’ fees) actually incurred by such 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 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 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 under this Article VIII with respect to any Proceeding (or any claim in any Proceeding) initiated or made by such Person without the express prior approval of the Board. Notwithstanding any other provision of this Article VIII, and in addition to the other limitations on indemnification under the DGCL incorporated herein as aforesaid, no Person shall be entitled to indemnification under this Article VIII against judgments, penalties, fines, excise taxes under settlements and expenses to the Employee Retirement Income Security Act extent they result from actions or omissions involving gross negligence or willful misconduct on the part of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the ManagersPerson.

Right to Indemnification. Each Person The Company shall indemnify each person or entity who was or is made a party or is threatened to be made a party to or is otherwise involved in any formal or informal, threatened, pending or completed action, suit suit, proceeding or proceedingalternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he, she or it is or was the Sole Membera member, a Manager, an Officer, manager or an officer, director or stockholder officer of the Sole Member in its capacity as sole member Company or, while a member, manager or officer of the Company, or is or was serving at the request of the Company as a directormanager, manager officer, member, manager, partner, trustee, employee or officer agent of another corporation, limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), whether where the basis of such Proceeding is alleged action in an official capacity as an equity holdera manager, officer, member, manager, director partner, trustee, employee or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Companyagent, to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if the Company were a Delaware corporationAct, 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 such law permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewithwith such Proceeding, and such indemnification shall continue as to an Indemnitee who has ceased to be a manager, officer, member, manager, partner, trustee, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 5.6 4.3 hereof with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board of Managers. The Company may, by resolution of the Board of Managers, provide indemnification and Advancement of Expenses (as defined in Section 4.2) to employees and agents of the Company with the same scope and effect as the indemnification and advancement of expenses provided to members, managers and officers in this Section 4.

Right to Indemnification. Each Subject to the limitations and conditions as provided in this Article VI, 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, 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, she or it a Person of whom he is the legal representative, is or was the Sole Member, a Manager, an Officer, Manager or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationAct, 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 such said law permitted the Company to provide prior to such amendment)) against judgments, against all expense, liability and loss penalties (including attorneys’ fees, judgmentsexcise and similar taxes and punitive damages), fines, excise taxes under the Employee Retirement Income Security Act of 1974settlements and reasonable expenses (including, as amended and as may be further amended from time to time (“ERISA”)without limitation, or penalties and amounts paid in settlementattorneys' fees) reasonably actually incurred or suffered by such Indemnitee Person in connection therewith; providedwith such Proceeding, howeverand indemnification under this Article 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 contract rights, thatand no amendment, except as provided in Section 5.6 modification or repeal of this Article VI shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to enforce rights to indemnification, the Company shall indemnify any such Indemnitee amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in connection with a Proceeding (this Article VI could involve indemnification for negligence or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersunder theories of strict liability.

Right to Indemnification. Each Subject to the limitations and conditions provided in this Article X, 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, 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, she or it such Person is or was the Sole a Member, a Manager, an Officer, or an officer, director employee or stockholder agent of the Sole Member in its capacity as sole member Company or while a Member, Manager, officer, employee or agent of the Company, or Company is or was serving at the request of the Company as a Manager, director, manager officer, partner, venturer, proprietor, trustee, employee, agent, or officer similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust sole proprietorship, trust, employee benefit plan or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified indemnified, defended and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if Act and the Company were a Delaware corporationDGCL, as the same exists exist or may hereafter hereinafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such said law permitted the Company to provide prior to such amendment) against claims, damages, liabilities, judgments, penalties (including excise and similar taxes and punitive damages), against all expensefines, liability settlements and loss reasonable costs or expenses (including including, without limitation, attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably actually incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee Person in connection with such Proceeding, whether or not such Person is acting in such capacity at the time such liability or expense is paid or incurred, if, in the matter giving rise to such Proceeding, the Person acted, or omitted to act, in good faith and in a manner the Person reasonably believed to be not opposed to the best interest of the Company. The termination of any Proceeding (by judgment, order or part thereof) initiated settlement shall not, of itself, create a presumption that the Person did not act, or omit to act, in good faith and in a manner that the Person reasonably believed to be not opposed to the best interest of the Company. The right of indemnification provided herein shall be cumulative of, and in addition to, any and all rights to which any Person may otherwise be entitled by such Indemnitee only if such Proceeding (contract or part thereof) was authorized by as a matter of law or equity and shall extend to his, her or its heirs, successors, assigns and personal representatives. It is expressly acknowledged that the Managersindemnification provided in this Article X could involve indemnification for negligence of the Person indemnified or under theories of strict liability.

Right to Indemnification. Each Person who was The Company shall indemnify each Member against any and all liabilities and reasonable expenses that may be incurred by, in connection with, or is made a party resulting from, (a) any threatened, pending or is threatened to be made a party to or is otherwise involved in any completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative (collectively, a “Proceeding”), (b) an appeal in such a Proceeding or (c) any inquiry or investigation that could lead to such a Proceeding, all to the full extent permitted by reason of applicable law. Upon a determination by the fact that heMember to do so, she the Company may indemnify persons who are or it is or was the Sole Member, were a Manager, an Officer, or an officer, director employee or stockholder agent of the Sole Member Company both in its capacity their capacities as sole member of the Companysuch and, or is or was if serving at the request of the Company as a director, manager manager, officer, trustee, employee, agent or officer similar functionary of another foreign or domestic corporation, limited liability company, corporationtrust, partnership, joint venture, trust sole proprietorship, employee benefit plan or other enterprise, including service with respect in each of those capacities, against any and all liability and reasonable expense that may be incurred by them in connection with, or resulting from, (a) any Proceeding, (b) an appeal in such a Proceeding or (c) any inquiry or investigation that could lead to such a Proceeding, all to the full extent permitted by applicable law. The Company will pay or reimburse to the Member and, upon a determination by the Member to do so, the Company may pay or reimburse to all persons who are or were a Manager, officer, employee or agent of the Company, in advance of the final disposition of the Proceeding, all reasonable expenses incurred by such person who was, is or is threatened to be made a named defendant or respondent in a Proceeding to the full extent permitted by applicable law. Upon a determination by the Member to do so, the Company may indemnify persons who are or were an employee or agent (other than a Manager or officer) of the Company, or persons who are not or were not employees or agents of the Company but who are or were serving at the request of the Company as a director, officer, trustee, employee, agent or similar functionary of another foreign or domestic corporation, limited liability company, trust, partnership, joint venture, sole proprietorship, employee benefit plan or other enterprise (an “Indemnitee”)collectively, whether along with the basis managers, officers, employees and agents of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, such persons are referred to herein as “Corporate Functionaries”) against any and all liability and reasonable expense that may be incurred by them in connection with, or resulting from, (a) any Proceeding, (b) an appeal in such a Proceeding or (c) any inquiry or investigation that could lead to such a Proceeding, all to the fullest full extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporation, as the same exists or may hereafter applicable law. The rights of indemnification provided for in this Article VI shall be amended (but, in the case of addition to all rights to which any such amendment, only to the extent that such amendment permits broader indemnification rights than such law permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as Corporate Functionary may be further amended from time to time (“ERISA”), entitled under any agreement or penalties and amounts paid in settlement) reasonably incurred vote of Members or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (matter of law or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersotherwise.

Right to Indemnification. Each 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 action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”)Action, by reason of the fact that he, she or it is or was a Member (including the Sole Managing Member), a Manager, an Officer, is or was serving as the Company Representative (including any “designated individual”) or the Continuing Member Representative or an officer, manager or director (or stockholder equivalent) or, at the discretion of the Sole Member in its capacity as sole member Managing Member, any employee or agent, of the CompanyManaging 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 Managing Member or the Company or any of its Subsidiaries as a directoran officer, manager or officer director (or equivalent) or, at the discretion of the Managing Member, any employee or agent, of another limited liability company, corporation, partnership, joint venture, limited liability company, trust or other enterpriseentity or which 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 plan (an “Indemnitee”), whether the basis of such Proceeding Action is alleged action in an official capacity as an equity holdera director, manager, director officer, employee or officer agent or in any other capacity while serving as an equity holderofficer, manager, director director, employee or officeragent, shall be indemnified and held harmless by the Company, to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporation, 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 broader indemnification rights than such law permitted prior to such amendment), against all expense, liability Liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewiththerewith (“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 provided in Section 5.6 7.4(d) with respect to Proceedings Actions to enforce rights to indemnification, the Company shall indemnify any such Indemnitee pursuant to this Section 7.4 in connection with a Proceeding an Action (or part thereofthereof but excluding any compulsory counterclaim) initiated by such Indemnitee only if such Proceeding Action (or part thereofthereof but excluding any compulsory counterclaim) was authorized by the ManagersBoard.

Right to Indemnification. Each Subject to the limitations and conditions as provided in this Article VI, 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, 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, she or it a Person of whom he is the legal representative, is or was the Sole Member, a Manager, an Officer, Manager or an officer, director or stockholder Member of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, company shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationAct, 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 such said law permitted the Company to provide prior to such amendment)) against judgments, against all expense, liability and loss penalties (including attorneys’ fees, judgmentsexise and similar taxes and punitive damages), fines, excise taxes under the Employee Retirement Income Security Act of 1974settlements and reasonable expenses (including, as amended and as may be further amended from time to time (“ERISA”)without limitation, or penalties and amounts paid in settlementattorney's fees) reasonably actually incurred or suffered by such Indemnitee Person in connection therewith; providedwith such Proceeding, howeverand indemnification under this Article VI shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnify hereunder. The rights granted pursuant to this Article VI shall be deemed contract rights, thatand no amendments, except as provided in Section 5.6 modification or repeal of this Article VI shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to enforce rights to indemnificationsuch amendment, modification or repeal. It is expressly acknowledged that the Company shall indemnify any such Indemnitee indemnification provided in connection with a Proceeding (this Article VI could involve indemnification for negligence or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersunder theories of strict liability.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter, a “"Proceeding”"), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder officer of the Sole Member in its capacity as sole member of the Company, Corporation or is or was serving at the request of the Company Corporation as a director, manager officer, employee or officer agent of another limited liability company, corporation, corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter, an “"Indemnitee”"), whether the basis of such Proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee or officer agent or in any other capacity while serving as an equity holdera director, manager, director or officer, employee or agent shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, 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 prior to such amendmentthereto), against all expense, liability and loss (including attorneys’ ' fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewiththerewith 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 benefit of the Indemnitee's heirs, executors and administrators; provided, however, that, except as provided in Section 5.6 3 of this Article IV with respect to Proceedings to enforce 75 rights to indemnification, the Company Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the ManagersBoard of Directors of the Corporation.

Right to Indemnification. Each Person who was The Company shall defend, indemnify and hold harmless the Indemnitee from and against any and all Damages asserted against or is made a party suffered or is threatened to be made a party to incurred by the Indemnitee in connection with any Claim brought by any Person, including any Third Party, in respect of, relating to, or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, she or it the Indemnitee is or was the Sole Membera director, a Manager, an Officer, or an officer, director manager, employee, agent or stockholder representative of the Sole Member in its capacity as sole member of the Company, Company or is or was serving at the request of the Company as a director, manager officer, manager, employee or officer agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”)Person, whether the basis of such Proceeding Claim is alleged action or inaction in an official capacity as an equity holdera director, officer, manager, director employee, agent or officer representative or in any other capacity while serving as an equity holdera director, officer, manager, director employee, agent or officer, shall be indemnified and held harmless by the Companyrepresentative, to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationapplicable 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 Company to provide broader indemnification rights than such law permitted prior to such amendmentthereto), against all expenseand such indemnification shall continue after the Indemnitee has ceased to be a director, liability officer, manager, employee, agent or representative and loss (including attorneys’ feesshall inure to the benefit of the Indemnitee’s heirs, judgmentsexecutors, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended trustees and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewithadministrators; provided, however, that, except as provided in Section 5.6 4 hereof with respect to Proceedings proceedings to enforce rights to indemnificationindemnification and advancement of Defense Costs, the Company shall indemnify any such the Indemnitee in connection with a Proceeding any Claim (or part thereof) initiated by such the Indemnitee only if such Proceeding Claim (or part thereof) was authorized by the Managersboard of directors of the Company.

Right to Indemnification. Each 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 action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”)Action, by reason of the fact that he, she or it is or was the Sole Member, a Member or Manager, an Officer, is or was serving as the Company Representative (including any “designated individual”) or the Continuing Member Representative or an officer, manager or director (or stockholder equivalent) or, at the discretion of the Sole Member in Board, any employee or agent, of PubCo, the Company or any of its capacity as sole member of the CompanySubsidiaries, or is or was an officer, manager or director (or equivalent) or, at the discretion of the Board, any employee or agent, of PubCo, the Company or any of its Subsidiaries serving at the request of the Board or the Company or any of its Subsidiaries as a directoran officer, manager or officer director (or equivalent) or, at the discretion of the Board, any employee or agent, of another limited liability company, corporation, partnership, joint venture, limited liability company, trust or other enterpriseentity or which 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 plan (an “Indemnitee”), whether the basis of such Proceeding Action is alleged action in an official capacity as an equity holdera director, manager, director officer, employee or officer agent or in any other capacity while serving as an equity holderofficer, manager, director director, employee or officeragent, shall be indemnified and held harmless by the Company, to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporation, 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 broader indemnification rights than such law permitted prior to such amendment), against all expense, liability Liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewiththerewith (“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 provided in Section 5.6 7.6(d) with respect to Proceedings Actions to enforce rights to indemnification, the Company shall indemnify any such Indemnitee pursuant to this Section 7.6 in connection with a Proceeding an Action (or part thereofthereof but excluding any compulsory counterclaim) initiated by such Indemnitee only if such Proceeding Action (or part thereofthereof but excluding any compulsory counterclaim) was authorized by the ManagersBoard.

Right to Indemnification. Each (i) To the fullest extent permitted by law, as the same now exists or may hereafter be amended, each Person (including a Xxxxxx Xxx Manager or Xxxxxxx Mac Manager, as applicable) who was or was, is made a party or is threatened to be made a party to or is otherwise involved (including as a witness) in any threatened, pending or completed action, suit suit, claim or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (hereafter a “Proceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, Manager or Officer or an officer, director or stockholder employee of the Sole Member in its capacity as sole member of the Company, Company or he or she is or was serving at the request of the Company (with approval of the Board) as a directormanager, manager officer, member, partner, trustee, employee or officer agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprisetrust, including service with respect to an employee benefit plan or other enterprise (hereafter an “Indemnitee”), whether the basis of such a Proceeding is an alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, such a manager, director or officer, member, partner, trustee, employee or agent shall be indemnified and held harmless by the Company, to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporation, 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 broader indemnification rights than such law permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably Damages incurred or suffered by such Indemnitee in connection therewith; providedtherewith unless the Indemnitee engaged in willful misconduct, howeverfraud, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the or knowingly violated a criminal law. The Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding a proceeding (or part thereof) was authorized or ratified by the ManagersBoard. The right to indemnification conferred in this Section 6.16(a) shall be a contract right.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he, he or she or it is or was the Sole Membera Director, a Manager, an Officer, or an officer, director committee member or stockholder employee of the Sole Member in its capacity as sole member of the Company, Corporation or is or was serving at the request of the Company Corporation as a directorDirector, manager officer, trustee, committee member or officer employee of another limited liability company, corporation, corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemniteeindemnitee”), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holdera Director, managerofficer, director trustee, committee member or officer employee or in any other capacity while serving as an equity holdera Director, managerofficer, director trustee, committee member or officeremployee, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, 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 (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 3 of this Article VIII with respect to Proceedings proceedings to enforce rights to indemnification, the Company Corporation shall indemnify any such Indemnitee indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee indemnitee only if such Proceeding proceeding (or part thereof) was authorized by the ManagersBoard of Directors of the Corporation.

Right to Indemnification. Each Person who was Without prejudice to any other rights that Purchaser may have hereunder or is made a party or is threatened under applicable law, Seller agrees to be made a party to or is otherwise involved in indemnify, pay and hold Purchaser and the employees and agents of Purchaser (collectively called the "Indemnitees") harmless from and against, any actionand all liabilities, suit or proceedingobligations, whether civillosses, criminaldamages (including consequential damages, administrative or investigative (a “Proceeding”except as expressly set forth below), penalties, actions, judgments, suits, claims, costs and expenses (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees and reasonable costs of investigation and accountants) (collectively, "Indemnified Amounts"), which arise or result from: (i) any breach by reason Seller of its duties hereunder individually or as the Collection Agent, in connection with the collection of Sold Receivables; (ii) any dispute, claim, offset or defense of any Obligor (other than as a result of the fact that heObligor's bankruptcy or insolvency) to the payment of any Receivable owned by Purchaser (including without limitation a defense based on such Receivable or the underlying Contract not being the legal, she valid and binding obligation of such Obligor enforceable against such Obligor in accordance with its terms), in either case other than as a result of an act or it is omission of Purchaser not required or was permitted under this Agreement; (iii) any other claim resulting from the Sole Member, a Manager, an Officer, or an officer, director or stockholder sale of the Sole Member in its capacity as sole member Products and Services underlying the Receivable (including without limitation any warranty or product liability claims); or (iv) any breach by Seller of any of the Companyterms, covenants, conditions or is or was serving at the request representations of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporation, as the same exists or may hereafter be amended (butthis Agreement; excluding, in the case of any such amendmentall cases however, only (A) Indemnified Amounts to the extent that resulting from gross negligence or willful misconduct on the part of such amendment permits broader indemnification rights than Indemnitee, (B) consequential, indirect, punitive or exemplary damages, except such law permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under damages which are imposed on the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in favor of any third party in connection therewithwith the actions described in (i) through (iv) above, and (C) recourse for uncollectible Receivables and all income and franchise taxes on Purchaser; provided, howeverfurther, thatthat if an arbitrator or court of competent jurisdiction in a final non-appealable order determines that such Indemnified Amounts arose in part from such Indemnitee's gross negligence or willful misconduct, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company Seller shall indemnify any reimburse such Indemnitee in connection with a Proceeding (for the portion of such claim not resulting from such Indemnitee's gross negligence or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managerswillful misconduct. The obligations of Seller pursuant to this Section 10.1 shall survive any termination of this Agreement.

Right to Indemnification. Each Subject to the limitations and conditions as provided herein and to the fullest extent permitted by applicable Laws, each Person who was or is made a party or is threatened to be made a party to or is otherwise involved 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 hehe or she, or a Person of whom he or she or it is the legal representative, is or was a Member of the Sole MemberCompany or Affiliate thereof or any of their respective representatives, an officer or employee of the Company or Affiliate or a director, officer, member or employee of the Managing Member or any Affiliate, a Manager, an Officer, member of a committee of the Company or an officer, director or stockholder of the Sole Member in its capacity as sole member officer of the Company, or while such a Person is or was serving at the request of the Managing Member on behalf of the Company as a manager, director, manager officer, partner, venturer, member, trustee, Partnership Representative (or officer its designated individual), employee, agent or similar functionary of another limited liability companyforeign or domestic general partnership, corporation, limited partnership, joint venture, trust or other enterpriselimited liability company, including service with respect to an trust, employee benefit plan or other enterprise (each an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the CompanyCompany to the extent such Proceeding or other above-described process relates to any such above-described relationships with, status with respect to, or representation of any such Person to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationAct, as the same exists or may hereafter hereinafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law said Laws permitted the Company to provide prior to such amendment), against all expensejudgments, liability penalties (including excise and loss similar taxes and punitive damages), fines, settlements and reasonable expenses (including attorneys’ and experts’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably actually incurred or suffered by such Indemnitee Person in connection therewithwith 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 for any and all liabilities and damages related to and arising from such Person’s activities while acting in such capacity; provided, provided however, that no Person shall be entitled to indemnification under this Section 7.1 if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, except as provided in respect of the matter for which such Person is seeking indemnification pursuant to this Section 5.6 7.1 such Person’s actions or omissions constituted an intentional breach of this Agreement or gross negligence or willful misconduct on the part of such Person or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Article VII shall be made only out of the assets of the Company, it being agreed that the Members shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification. 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 effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to enforce rights to indemnification, the Company shall indemnify any such amendment, modification or repeal. An Indemnitee shall not be denied indemnification in connection whole or in part under this Section 7.1 because the Indemnitee had an interest in the transaction with a Proceeding (or part thereof) initiated by such Indemnitee only respect to which the indemnification applies if such Proceeding (or part thereof) the transaction was authorized otherwise permitted by the Managersterms of this Agreement. IT IS ACKNOWLEDGED THAT THE INDEMNIFICATION PROVIDED IN THIS SECTION 7.1 COULD INVOLVE INDEMNIFICATION FOR NEGLIGENCE OR UNDER THEORIES OF STRICT LIABILITY.

Right to Indemnification. Each Person who was or If Xxxxxxx is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative administrative, or investigative (hereinafter a “"Proceeding”"), by reason of the fact that hehe is the legal representative, she or it is or was the Sole Member, a Manager, an Officer, director or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, WWWX or is or was serving at the request of the Company WWWX as a director, manager officer, employee, or officer agent of another limited liability company, corporation, corporation or of a partnership, joint venture, trust trust, or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee, or officer agent or in any other capacity while serving as an equity holdera director, manager, director or officer, employee, or agent, Xxxxxxx shall be indemnified and held harmless by the Company, WWWX to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, 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 WWWX to provide broader indemnification rights than such said law permitted WWWX to provide prior to such amendment), against all expense, liability and loss (including attorneys’ ' fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974or penalties, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Indemnitee the Xxxxxxx in connection therewith; providedtherewith and such indemnification shall continue even though Xxxxxxx has ceased to be a director, howeverofficer, thatemployee, except as provided or agent and shall inure to the benefit of his heirs, executors, and administrators. The right to indemnification conferred in this Section 5.6 with respect shall be a contract right and shall include the right to Proceedings to enforce rights to indemnification, be paid by WWWX the Company shall indemnify expenses incurred in defending any such Indemnitee proceeding in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersadvance of its final disposition.

Right to Indemnification. Each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, she or it is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the 2.1 The Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Companyshall, to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if (the Company were a Delaware corporation“DGCL”) or other applicable 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 Company to provide broader indemnification rights than such the DGCL or other applicable law permitted the Company to provide prior to such amendmentchange), indemnify any Indemnitee who is or was involved in any manner (including, without limitation, as a party or witness), or is threatened to be made 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 proceeding by or in the right of the Company to procure a judgment in its favor) (herein referred to as a “Proceeding”) by reason of the fact that such person is or was a director or officer of the Company, is or was serving at the request of the Company as a director or officer of any Company Affiliate, and/or or by reason of any action alleged to have been taken or omitted in any such capacity, against all expense, liability and loss expenses (including attorneys’ fees), judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) settlement actually and reasonably incurred or suffered by such Indemnitee person in connection therewithwith such Proceeding; provided, . however, that, except as provided in Section 5.6 Paragraph 3.4, the foregoing shall not apply to a director or officer of the Company with respect to Proceedings a Proceeding that was commenced by such director or officer unless such Proceeding was authorized or consented to enforce rights by the Board of Directors of the Company.. Such indemnification shall include the right to indemnification, receive payment in advance of any expenses incurred by the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereofsuch Proceeding, consistent with the provisions of applicable law as then in effect. 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) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by of the ManagersDGCL as in existence on the date hereof.

Right to Indemnification. Each Person 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 claim, demand, action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, or an officermember, director or stockholder an officer of the Sole Member in its capacity as sole member of the Company, Company or is or was serving at the request of the Company as a member, director, manager officer, employee or officer agent of another limited liability company, corporation, company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holdera member, managerdirector, director officer, employee or officer agent or in any other capacity while serving as an equity holdera member, managerdirector, director officer, employee or officeragent, shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationAct and any other applicable 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 Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), against all expense, liability Liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewiththerewith (“Indemnifiable Losses”); provided, however, that, except as provided in Section 5.6 7.4(d) with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee pursuant to this Section 7.4 in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the ManagersBoard.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved (as a witness or otherwise) 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, he or she or it is or was the Sole Member, a Manager, an Officer, director or an officerofficer of the Corporation or, while serving as a director or stockholder an officer of the Sole Member in its capacity as sole member of the CompanyCorporation, or is or was serving at the request of the Company Corporation as a director, manager officer, employee, agent or officer trustee of another corporation or of a partnership, limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemniteeindemnitee”), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holdera director, manager, director officer or officer trustee or in any other capacity while serving as an equity holdera director, managerofficer, director employee, agent or officertrustee, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationlaw, 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 broader indemnification rights than such law permitted prior to such amendment)amended, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 4.3 with respect to Proceedings proceedings to enforce rights to indemnification, the Company Corporation shall indemnify any such Indemnitee indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee indemnitee only if such Proceeding proceeding (or part thereof) was authorized by the ManagersBoard of Directors.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, director or an officerofficer of the Corporation or, while a director or stockholder officer of the Sole Member in its capacity as sole member of the CompanyCorporation, or is or was serving at the request of the Company Corporation as a director, manager officer, employee, agent or officer trustee of another limited liability company, corporation, corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemniteeindemnitee”), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee, agent or officer trustee or in any other capacity while serving as an equity holdera director, managerofficer, director employee, agent or officertrustee, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationlaw, 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 (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), 1974 excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 7.03 with respect to Proceedings proceedings to enforce rights to indemnificationindemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Company Corporation shall indemnify any such Indemnitee indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee indemnitee only if such Proceeding proceeding (or part thereof) was authorized by the ManagersBoard.

Right to Indemnification. Each (i) To the fullest extent permitted by law, as the same now exists or may hereafter be amended, each Person (including a Xxxxxx Mae Manager or Xxxxxxx Mac Manager, as applicable) who was or was, is made a party or is threatened to be made a party to or is otherwise involved (including as a witness) in any threatened, pending or completed action, suit suit, claim or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (hereafter a “Proceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, Manager or Officer or an officer, director or stockholder employee of the Sole Member in its capacity as sole member of the Company, Company or he or she is or was serving at the request of the Company (with approval of the Board) as a directormanager, manager officer, member, partner, trustee, employee or officer agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprisetrust, including service with respect to an employee benefit plan or other enterprise (hereafter an “Indemnitee”), whether the basis of such a Proceeding is an alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, such a manager, director or officer, member, partner, trustee, employee or agent shall be indemnified and held harmless by the Company, to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporation, 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 broader indemnification rights than such law permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably Damages incurred or suffered by such Indemnitee in connection therewith; providedtherewith unless the Indemnitee engaged in willful misconduct, howeverfraud, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the or knowingly violated a criminal law. The Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding a proceeding (or part thereof) was authorized or ratified by the ManagersBoard. The right to indemnification conferred in this Section 6.18(a) shall be a contract right.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he, he or she or it is or was the Sole Membera director, a Manager, an Officer, or an officer, director or stockholder officer of the Sole Member in its capacity as sole member Corporation or any subsidiary of the Company, Corporation or is or was serving at the request of the Company Corporation as a director, manager officer, employee or officer agent of another limited liability company, corporation, corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee or officer agent or in any other capacity while serving as an equity holdera director, managerofficer, director employee or officeragent, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, 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 prior to such amendmentthereto), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewiththerewith 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 benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 5.6 D of this Article VI with respect to Proceedings to enforce rights to indemnification, the Company Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the ManagersBoard.

Right to Indemnification. Each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, she or it is or was the Sole Member, a Governor, a Manager, an Officer, or an officer, director manager or stockholder member of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, governor, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, governor, director or officer or in any other capacity while serving as an equity holder, manager, governor, director or officer, shall be indemnified and held harmless by the Company, to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationLLC 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 broader indemnification rights than such law permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the ManagersBoard of Governors.

Right to Indemnification. Each Person individual who was or is made a party or is threatened to be made a party to or is otherwise involved in in, any action, suit or proceeding, whether pending or threatened, whether civil, criminal, administrative or investigative and whether brought by or in the right of the Company or otherwise (a “Proceeding”), by reason of the fact that he, she or it such individual is or was the Sole a Member, a Manager, an Officer, manager or an officer, director or stockholder of the Sole Member in its capacity as sole member officer of the Company, or is or was a manager or officer of the Company and is or was serving at the request of the Company as a director, manager officer, employee or officer agent of another corporation, limited liability company, corporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, ) shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationAct, as the same exists or may hereafter be amended (but, but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), ) against all expenseexpenses, liability and loss (including including, without limitation, attorneys’ feesfees and expenses, judgments, fines, excise excide taxes under or penalties pursuant to the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”)amended, or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided. The right to indemnification shall extend to the heirs, howeverexecutors, thatadministrators and estate of any such Member, except as manager or officer. The right to indemnification provided in this Section 5.6 with respect to Proceedings to enforce 13.1: (a) will not be exclusive of any other rights to indemnificationwhich any individual seeking indemnification may otherwise be entitled, including without limitation, pursuant to any contract approved by the Member or a majority of the Board of Directors of the Member (the “Board”), (whether or not the directors approving such contract are or are to be parties to such contract or similar contracts); and (b) will be applicable to matters otherwise within its scope whether or not such matters arose or arise before or after the adoption of this Section 13.1. Without limiting the generality of the foregoing, the Company shall indemnify may adopt resolutions, or enter into one or more agreements with any individual, that provide for indemnification greater or otherwise different than provided in this Section 13.1 or the Act and any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized agreement approved by the ManagersMember will be a valid and binding obligation of the Company regardless of whether one or more members of the Board, or all of the Board, are parties thereto or to similar agreements. Notwithstanding anything to the contrary in this Section 13.1, in the event that the Company enters into a contract with any individual providing for indemnification of such individual, the provisions of that contract will exclusively govern the Company’s obligations in respect of indemnification for or advancement of fees or disbursements of that individual’s attorney(s) and any other professional engaged by that individual. Any amendment or repeal of, or adoption of any provision inconsistent with this Section 13.1 will not adversely affect any right or protection existing hereunder, or arising out of events occurring or circumstances existing, in whole or in part, prior to such amendment, repeal or adoption, and no such amendment, repeal or adoption will affect the legality, validity or enforceability of any contract entered into or right granted prior to the effective date of such amendment, repeal or adoption. Pursuant to NRS 86.431, any indemnification under NRS 86.411 or 86.421, unless ordered by a court or advanced pursuant to NRS 86.441, may be made by the Company only as authorized in the specific case by the Member that indemnification is proper in the circumstances.

Right to Indemnification. (a) Each Person person (hereinafter referred to as an “indemnitee”) who was or is made a party or is threatened to be made a party to to, or is otherwise involved in in, any action, suit suit, arbitration, alternative dispute mechanism, inquiry, administrative or legislative hearing, investigation or any other actual, threatened or completed proceeding, including any and all appeals, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he, he or she or it (i) is or was an employee providing service to an employee benefit plan in which the Sole Member, Corporation or any of its subsidiaries or affiliates participates or is a Manager, an Officer, participating company or (ii) is or was a director or an officer, director or stockholder officer of the Sole Member in its capacity as sole member of the Company, Corporation or is or was serving at the request of the Company Corporation as a director, manager director or officer (including elected or appointed positions that are equivalent to director or officer) of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holder, manager, a director or officer (or equivalent) or in any other capacity while serving as an equity holder, manager, a director or officerofficer (or equivalent), shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, 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 broader indemnification rights than such law permitted prior to such amendment)amended, against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Employment Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), 1974 excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 7.3 with respect to Proceedings proceedings to enforce rights to indemnification, the Company Corporation shall indemnify any such Indemnitee indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee indemnitee only if such Proceeding proceeding (or part thereof) was authorized or ratified by the ManagersBoard.

Right to Indemnification. Each Person 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 claim, demand, action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, director or an officer, director or stockholder officer of the Sole Member in its capacity as sole member of the Company, Company or is or was serving at the request of the Company as a director, manager officer, employee or officer agent of another limited liability company, corporation, company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee or officer agent or in any other capacity while serving as an equity holdera director, managerofficer, director employee or officeragent, shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationAct and any other applicable 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 Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), against all expense, liability Liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewiththerewith (“Indemnifiable Losses”); provided, however, that, except as provided in Section 5.6 7.4(d) with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee pursuant to this Section 7.4 in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the ManagersBoard.

Right to Indemnification. Each Subject to the limitations and conditions as provided in this Article VI, 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, 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, she or it a Person of whom he is the legal representative, is or was the Sole Member, a Manager, an Officer, Manager or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationAct, 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 such said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), against all expensefines, liability settlements and loss reasonable expenses (including including, without limitation, attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably actually incurred or suffered by such Indemnitee Person in connection therewith; providedwith such Proceeding, howeverand indemnification under this Article 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 contract rights, thatand no amendment, except as provided in Section 5.6 modification or repeal of this Article VI shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to enforce rights to indemnification, the Company shall indemnify any such Indemnitee amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in connection with a Proceeding (this Article VI could involve indemnification for negligence or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersunder theories of strict liability.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter, a “Proceedingproceeding”), by reason of the fact that heit, he or she or it is or was the Sole Member, a Manager, an Officer, member or an officer, director or stockholder officer of the Sole Member in its capacity Company or, while serving as sole a member or officer of the Company, or is or was serving at the request of the Company as a manager, director, manager officer, employee or officer agent of another corporation, limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter, an “Indemniteeindemnitee”), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holder, a manager, director director, officer, employee or officer agent or in any other capacity while serving as an equity holder, a manager, director director, officer, employee or officeragent, shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if the Company were a Delaware corporationAct, 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 such law permitted the Company to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 7.3 with respect to Proceedings proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee indemnitee only if such Proceeding proceeding (or part thereof) was authorized in the first instance by the ManagersSole Member.

Right to Indemnification. Each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, she or it is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationLLC 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 broader indemnification rights than such law permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managers.

Right to Indemnification. Each Person who was or If Xxxxx is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative administrative, or investigative (hereinafter a “"Proceeding”"), by reason of the fact that hehe is the legal representative, she or it is or was the Sole Member, a Manager, an Officer, director or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, WWWX or is or was serving at the request of the Company WWWX as a director, manager officer, employee, or officer agent of another limited liability company, corporation, corporation or of a partnership, joint venture, trust trust, or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee, or officer agent or in any other capacity while serving as an equity holdera director, manager, director or officer, employee, or agent, Xxxxx shall be indemnified and held harmless by the Company, WWWX to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, 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 WWWX to provide broader indemnification rights than such said law permitted WWWX to provide prior to such amendment), against all expense, liability and loss (including attorneys’ ' fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974or penalties, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Indemnitee the Xxxxx in connection therewith; providedtherewith and such indemnification shall continue even though Xxxxx has ceased to be a director, howeverofficer, thatemployee, except as provided or agent and shall inure to the benefit of his heirs, executors, and administrators. The right to indemnification conferred in this Section 5.6 with respect shall be a contract right and shall include the right to Proceedings to enforce rights to indemnification, be paid by WWWX the Company shall indemnify expenses incurred in defending any such Indemnitee proceeding in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersadvance of its final disposition.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter, a “Proceedingproceeding”), by reason of the fact that heit, he or she or it is or was the Sole Member, a Manager, an Officer, Member or an officerofficer of the Company or, director or stockholder of while serving as the Sole Member in its capacity as sole member or officer of the Company, or is or was serving at the request of the Company as a manager, director, manager officer, employee or officer agent of another corporation, limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter, an “Indemniteeindemnitee”), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holder, a manager, director director, officer, employee or officer agent or in any other capacity while serving as an equity holder, a manager, director director, officer, employee or officeragent, shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if the Company were a Delaware corporationAct, 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 such law permitted the Company to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 7.3 hereof with respect to Proceedings proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee indemnitee only if such Proceeding proceeding (or part thereof) was authorized in the first instance by the ManagersSole Member.

Right to Indemnification. Each Person 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, he or she or it is or was the Sole Member, a Manager, an Officer, director or an officer, director or stockholder officer of the Sole Member in its capacity as sole member of the Company, Corporation or is or was serving at the request of the Company Corporation as a director, manager officer, or officer trustee of another limited liability company, corporation, corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemniteeindemnitee”), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holdera director, managerofficer or trustee, director or officer or in any other capacity while serving as an equity holdera director, manager, director officer or officertrustee, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationlaw, 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 (including attorneys’ feesfees and disbursements, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company Corporation shall indemnify any such Indemnitee indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee indemnitee only if such Proceeding proceeding (or part thereof) was authorized by the ManagersBoard of Directors of the Corporation.

Right to Indemnification. Each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, she or it is or was the Sole Member, a Manager, an Officer, or an officer, director manager or stockholder member of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporation, 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 broader indemnification rights than such law permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managers.

Right to Indemnification. Each Person who To the extent that Indemnitee was or is made a party or is threatened to be made a party to or is otherwise involved in any actionProceeding, suit he or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, she or it is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if the Company were a Delaware corporation, as the same exists or may hereafter be amended MBCL (but, but in the case of any such amendmentan amendment to the MBCL, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted prior to such amendmentthereto), against all expense, liability and loss (including including, but not limited to, reasonable attorneys’ ' fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewiththerewith and such indemnification shall continue as to an Indemnitee who has ceased to be such a director, officer, employee or agent and shall inure to the benefit of the Indemnitee's heirs, executors and administrators; provided, however, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, that the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized or ratified by the ManagersBoard of Directors of the Company. No indemnification shall be provided to Indemnitee with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interest of the Company or, to the extent that such matter relates to service with respect to any employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan. The right to indemnification conferred in this Section 3 shall include the right to receive advance payment of Expenses under Section 6 below.

Right to Indemnification. Each Subject to the limitations and conditions as provided in this Article VI, 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, arbitrative, or investigative (a “Proceeding”)any appeal in such action, suit or proceeding or any inquiry or investigation that could lead to such an action, suit or proceeding, by reason of the fact that hehe or she, or a Person of whom he or she or it is the legal representative, is or was the Sole Member, a Manager, an Unitholder or Officer, or while a Representative or is or was serving as a manager or an officer, director or stockholder Officer of the Sole Member Company (and, in its capacity as the sole member discretion of the CompanyBoard, any Person that is or was serving as an employee or agent of the Company or is or was serving at the request of the Company as a an officer, manager, director, manager principal, member, employee or officer agent of another partnership, corporation, joint venture, limited liability company, corporation, partnership, joint venture, trust or other enterprise) or is the general partner of any Subsidiary of the Company (including any representative, including service with respect to an employee benefit plan (an “Indemnitee”)officer, whether the basis of such Proceeding is alleged action in an official capacity as an equity holderdirector, manager, director owner, principal, employee or officer or in agent of any other capacity while serving as an equity holdersuch general partner) (any of the foregoing, manager, director or officer, a “Proceeding”) shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law Act, as if 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 were 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 VI shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder; provided, that except as otherwise set forth in the next sentence, no Person 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 Person that are attributable to: (i) such Person’s fraud, gross negligence, intentional misconduct; (ii) proceedings initiated by such Person against the Company (except to the extent a Person is entitled to or receives exculpation pursuant to Section 6.1); (iii) proceedings initiated by the TPC Member to enforce its rights arising under the Acquisition Agreement; or (iv) proceedings initiated by the Company to enforce its rights under any employment, consulting or services agreement between such Person, on the one hand, and the Company, on the other hand. The TPC Member, a BR Member and each of their respective Affiliates shall be indemnified to the fullest extent permitted by the Delaware corporationAct, 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 such said law permitted the Company to provide prior to such amendment), against all expenseand without giving effect to any of the provisos set forth above. The Unitholder, Representative, Officer or any other Person entitled to be indemnified pursuant to this Article VI is sometimes referred to as an “Indemnified Person.” The exculpations from liability and loss (including attorneys’ feesrights granted pursuant to this Article VI shall be deemed contract rights in favor of, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time enforced by, each Person benefitted thereby (“ERISA”and their respective heirs, executors and administrators), and no amendment, modification or penalties and amounts paid in settlement) reasonably incurred repeal of this Article VI shall have the effect of limiting or suffered by denying any such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 exculpations of liability or rights with respect to actions taken, omission occurring or Proceedings arising prior to enforce rights to indemnificationany amendment, modification or repeal. It is expressly acknowledged that the Company shall indemnify any such Indemnitee indemnification provided in connection with a Proceeding (this Article VI could involve indemnification for negligence or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersunder theories of strict liability.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, Director or an officer, director or stockholder officer of the Sole Member in its capacity as sole member Company or, while a Director or an officer of the Company, or Company is or was serving at the request of the Company as a director, manager officer, employee or officer agent of another limited liability company, corporation, any other corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an any employee benefit plan (an each, a “IndemniteeCovered Person”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee or officer agent or in any other capacity while serving as an equity holdera director, managerofficer, director employee or officeragent, shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, 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 such law permitted the Company to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”)amended, or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Indemnitee Covered Person in connection therewith; provided, however, that, that except as provided in Section 5.6 5.03 with respect to Proceedings seeking to enforce rights to indemnification, the Company shall indemnify any such Indemnitee a Covered Person seeking indemnification in connection with a Proceeding (or part thereof) initiated by such Indemnitee Covered Person only if such Proceeding (or part thereof) was authorized by the ManagersBoard.

Right to Indemnification. Each Person who was (a) The Company shall indemnify and hold harmless each Indemnitee (and such Person’s heirs, successors, assigns, executors or is made a party administrators) to the full extent permitted by law from and against any and all losses, claims, damages, liabilities, expenses (including reasonable attorney’s fees and other legal fees and expenses), judgments, fines, settlements and other amounts of any nature whatsoever, known or is threatened to be made a party to unknown, liquid or is otherwise involved in illiquid (collectively, “Liabilities”) arising from any actionand any threatened, suit pending or proceedingcompleted claims, whether demands, actions, suits or proceedings, civil, criminal, administrative or investigative investigative, and whether formal or informal, including appeals (a “ProceedingActions”), in which such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of any act performed or omitted to be performed by such Indemnitee on behalf of the Company or by reason of the fact that he, she or it the Indemnitee is or was serving as an Officer or manager, trustee, employee, representative or agent of the Sole MemberCompany (or other applicable capacity set forth in the definition of “Indemnitee”) if (i) the Indemnitee acted in good faith, within the scope of such Indemnitee’s authority, and in a Manager, an Officermanner it believed to be in, or an officernot contrary to, director or stockholder of the Sole Member in its capacity as sole member best interests of the Company, (ii) the Action was not initiated by the Indemnitee (other than an action to enforce such Indemnitee’s rights to indemnification or is or was serving at the request advance of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”expenses under this Section 4.3), whether (iii) the basis Indemnitee has not been established by a final judgment of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall a court of competent jurisdiction to be indemnified and held harmless by liable to the Company, to and (iv) such action or inaction did not constitute fraud, gross negligence, willful misconduct, or a knowing violation of the fullest extent permitted law or required willful violation of this Agreement by the Delaware General Corporation Law as if the Company were a Delaware corporationIndemnitee, in each case, as the same exists or may hereafter be amended (but, in the case established by a final judgment of any such amendment, only to the extent that such amendment permits broader indemnification rights than such law permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act a court of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managerscompetent jurisdiction.

Right to Indemnification. Each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, she or it is or was the Sole Member, a Manager, an Officer, or an officer, manager, director or stockholder of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager manager, officer, employee or officer agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director director, officer, employee or officer agent or in any other capacity while serving as an equity holder, manager, director director, officer, employee or officeragent, shall be indemnified and held harmless by the Company, to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporation, 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 broader indemnification rights than such law permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managers.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit suit, or proceeding, whether civil, criminal, administrative administrative, or investigative (a “Proceedingproceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, director or an officerofficer of the Corporation or, while a director or stockholder officer of the Sole Member in its capacity as sole member of the CompanyCorporation, or is or was serving at the request of the Company Corporation as a director, manager officer, employee, agent, or officer trustee of another limited liability company, corporation, corporation or of a partnership, joint venture, trust trust, or other enterprise, including service with respect to an employee benefit plan (an “Indemniteeindemnitee”), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee, agent, or officer trustee or in any other capacity while serving as an equity holdera director, managerofficer, director employee, agent, or officertrustee, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationlaw, 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 liability, and loss (including attorneys’ feesfees and expenses, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974or penalties, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 9.03 with respect to Proceedings proceedings to enforce rights to indemnificationindemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Company Corporation shall indemnify any such Indemnitee indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee indemnitee only if such Proceeding proceeding (or part thereof) was authorized by the ManagersBoard.

Right to Indemnification. Each Subject to the limitations and conditions provided in this Article VIII, 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 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 hesuch Person, she or it a Person of which such Person is the legal representative, is or was the Sole a Member, a Manager, an Officer, or an officer, director or stockholder of the Sole Member in its capacity as sole member of the CompanyBoard, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, Officer shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationapplicable 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 Company to provide broader indemnification rights than such said law permitted the Company to provide prior to such amendment)) against judgments, against all expense, liability and loss penalties (including attorneys’ fees, judgmentsexcise and similar taxes and punitive damages), fines, excise taxes under the Employee Retirement Income Security Act of 1974settlements and reasonable expenses (including, as amended without limitation, reasonable attorneys’ and as may be further amended from time to time experts’ fees) actually incurred by such Person in connection with such Proceeding, appeal, inquiry or investigation (each a “ERISAClaim”), unless such Claim shall have been the result of gross negligence, fraud or penalties and amounts paid in settlement) reasonably incurred or suffered intentional misconduct by such Indemnitee Person, in connection therewith; providedwhich case such indemnification shall not cover such Claim to the extent resulting from such gross negligence, howeverfraud or intentional misconduct. Indemnification under this Article VIII 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 VIII shall be deemed contract rights, thatand no amendment, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, modification or repeal of this Article VIII shall have the Company shall indemnify effect of limiting or denying any such Indemnitee rights in connection with a Proceeding (respect of actions taken or part thereof) initiated by such Indemnitee only if such Proceeding (Proceedings, appeals, inquiries or part thereof) was authorized by the Managersinvestigations arising prior to any amendment, modification or repeal.

Right to Indemnification. Each Person who In the event that the Employee was or is made a party or was or is threatened to be made a party to or was or is otherwise involved or called as a witness in any action, suit suit, proceeding or proceedingalternative dispute resolution mechanism, or any hearing, inquiry or investigation that the Employee in good faith believes may lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative investigative, and any appeal therefrom (hereinafter, collectively a “Proceeding”), by reason of the fact that hehe was, she or it is or was the Sole Memberhad agreed to become a director, a Manager, an Officer, or an officer, director employee, agent or stockholder of the Sole Member in its capacity as sole member fiduciary of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, Employee shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationunder applicable law, as the same now 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 such law the Company was permitted to provide prior to such amendment) against all expenses (including reasonable attorneys’ fees and all other costs, expenses, liabilities, obligations and disbursements in connection with investigating, prosecuting, defending, preparing to prosecute and defend, or being a witness or other participant in any Proceeding), against all expenseliabilities and losses (including, liability and loss (including attorneys’ feesbut not limited to, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties fines and amounts paid for or to be paid in settlement) reasonably incurred or suffered by such Indemnitee the Employee in connection therewith; providedwith any Proceeding (collectively, “Expenses”), provided however, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification1.6(e) hereof, the Company shall indemnify any such Indemnitee the Employee in connection with a Proceeding (or part thereof) initiated by such Indemnitee the Employee only if such Proceeding (or part thereof) was authorized by the ManagersBoard.

Right to Indemnification. Each (a) Subject to the limitations and conditions as provided in this Article VIII, 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, 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, she or it a Person of whom he is the legal representative, is or was the Sole Member, a Manager, an Officer, Manager or an officer, director or stockholder Member of the Sole Company or while a Manager or Member in its capacity as sole member of the Company, or Company is or was serving at the request of the Company as a Manager, director, manager officer, partner, venturer, proprietor, trustee, employee, agent, or officer similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust or other enterprisesole proprietorship, including service with respect to an trust, employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, enterprise shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationAct, 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 such said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), against all expensefines, liability settlements and loss reasonable expenses (including including, without limitation, attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably actually incurred or suffered by such Indemnitee Person in connection therewith; providedwith such Proceeding, howeverand indemnification under this Article VIII 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 VIII shall be deemed contract rights, thatand no amendment, except as provided in Section 5.6 modification or repeal of this Article VIII shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to enforce rights to indemnification, the Company shall indemnify any such Indemnitee amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in connection with a Proceeding (this Article VIII could involve indemnification for negligence or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersunder theories of strict liability.

Right to Indemnification. Each 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 action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”)Action, by reason of the fact that he, she or it is or was a Member (including the Sole Managing Member), a Manager, an Officer, is or was serving as the Company Representative (including any “designated individual”) or the Continuing Member Representative or an officer, manager or director (or stockholder equivalent) or, at the discretion of the Sole Member in its capacity as sole member Managing Member, any employee or agent, of the CompanyManaging 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 Managing Member or the Company or any of its Subsidiaries as a directoran officer, manager or officer director (or equivalent) or, at the discretion of the Managing Member, any employee or agent, of another limited liability company, corporation, partnership, joint venture, limited liability company, trust or other enterpriseentity or which 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 plan (an “Indemnitee”), whether the basis of such Proceeding Action is alleged action in an official capacity as an equity holdera director, manager, director officer, employee or officer agent or in any other capacity while serving as an equity holderofficer, manager, director director, employee or officeragent, shall be indemnified and held harmless by the Company, Company against all expense to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, 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 broader indemnification rights than such law permitted prior to such amendment), against all expense, liability Liability and loss (including reasonable attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewiththerewith (“Indemnifiable Losses”); provided, however, that, such Indemnitee shall not be entitled to indemnification if such Indemnitee’s conduct constituted fraud, willful misconduct, or a knowing violation of Law; provided, further, however, except as provided in Section 5.6 7.4(d) with respect to Proceedings Actions to enforce rights to indemnification, the Company shall indemnify any such Indemnitee pursuant to this Section 7.4 in connection with a Proceeding an Action (or part thereofthereof but excluding any compulsory counterclaim) initiated by such Indemnitee only if such Proceeding Action (or part thereofthereof but excluding any compulsory counterclaim) was authorized by the ManagersBoard.

Right to Indemnification. Each Subject to the limitations and conditions as provided in this Section 14, 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 (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 hehe or she, or a Person of whom he or she or it is the legal representative, is or was the Sole a Member, a Manager, an Officer, manager or an officer, director or stockholder of the Sole Member in its capacity as sole member officer of the Company, or while a unitholder, manager or officer of the Company is or was serving at the request of the Company as a manager, director, manager officer, partner, venturer, proprietor, trustee, employee, agent or officer similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust or other enterprisesole proprietorship, including service with respect to an trust, employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, enterprise shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationAct, as the same exists 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 such said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), against all expensefines, liability settlements and loss reasonable expenses (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably actually incurred or suffered by such Indemnitee Person in connection therewith; providedwith such Proceeding, howeverand indemnification under this Section 14 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 14 shall be deemed contract rights, thatand no amendment, except as provided in modification or repeal of this Section 5.6 14 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to enforce rights to indemnificationany amendment, modification or repeal. It is expressly acknowledged that the Company shall indemnify any such Indemnitee indemnification provided in connection with a Proceeding (this Section 14 could involve indemnification for negligence or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersunder theories of strict liability.

Right to Indemnification. Each Person person 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 action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”)investigative, by reason of the fact that he, she or it he is or was the Sole Member, a Manager, an Officer, director or an officer, director or stockholder officer of the Sole Member in its capacity as sole member of the Company, Corporation or is or was serving at the request of the Company Corporation as a director, manager officer, or officer trustee of another limited liability company, corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “"Indemnitee”"), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holdera director, manager, director officer or officer trustee or in any other capacity while serving as an equity holdera director, manager, director officer or officertrustee, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, 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 (including attorneys’ ' fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 3 of this Article with respect to Proceedings proceedings to enforce rights to indemnificationindemnification or an advancement of expenses or as otherwise required by law, the Company Corporation shall not be required to indemnify or advance expenses to any such Indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee only if unless such Proceeding proceeding (or part thereof) was authorized by the ManagersBoard of Directors of the Corporation.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”)investigative, by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, director or an officerofficer of the Corporation or, while a director or stockholder officer of the Sole Member in its capacity as sole member of the CompanyCorporation, or is or was serving at the request of the Company Corporation as a director, manager officer, employee, agent or officer trustee of another limited liability company, corporation, corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan enterprise (hereinafter an “Indemniteeindemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, ) shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationlaw, 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 (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 with respect that the Corporation shall not be required to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee indemnitee in connection with a Proceeding any proceeding (or part thereof) initiated by such Indemnitee only if person unless (i) such Proceeding indemnification is expressly required to be made by law, (or part thereofii) the proceeding was authorized by the ManagersBoard of Directors, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the DGCL or (iv) such indemnification is required to be made under Section 3 of this Article VIII.

Right to Indemnification. Each Person who was (a) The Managing Member and its directors, officers, employees, partners, members, advisors and agents (in their respective capacities as such) (each, an “Indemnified Party”) shall not be liable to the Company, any Subsidiary of the Company, the Members or is made any Affiliate of a party Member for any loss, damage or is threatened claim incurred by reason of any act or omission of such Indemnified Party arising from the performance of such Indemnified Party’s obligations or duties under this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s fraud, willful misconduct or gross negligence. To the fullest extent permitted by applicable law, an Indemnified Party shall be entitled to be made indemnification from the Company for all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in a party to settlement approved by the Company and counsel fees and disbursements) incurred by such Indemnified Party by reason of any act or is otherwise involved omission of such Indemnified Party arising from the performance of such Indemnified Party’s obligations or duties under this Agreement, including in connection with any civil, criminal, administrative, investigative or 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 being or having been the fact that he, she or it is or was the Sole Managing Member, a Manageror as contemplated by Delaware law, an Officer, or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager officer, employee, partner, member, advisor or officer agent of another limited liability companythe Investment Adviser or Managing Member in such capacity, corporationexcept that no Indemnified Party shall be entitled to be indemnified in respect of any loss, partnershipdamage or claim incurred by such Indemnified Party by reason of fraud, joint venture, trust gross negligence or other enterprise, including service willful misconduct with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director acts or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporation, 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 broader indemnification rights than such law permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersomissions.

Right to Indemnification. Each Person Subject to the limitations and conditions provided in this Article VII, each Member or Manager of the Company or shareholder, general or limited partner, members or other holder of an equity in interest of any Member or Manager, or officer, director or manager of any of the foregoing (collectively, the “Indemnitees”) 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, investigation or inquiry, whether civil, criminal, administrative or investigative arbitrative (hereinafter, a “Proceeding”), by reason of the fact or any appeal in such a Proceeding or any inquiry or investigation that he, she or it is or was the Sole Member, could lead to such a Manager, an Officer, or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officerProceeding, shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationapplicable 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 requires the Company to provide broader indemnification rights than such said law permitted the Company to provide prior to such amendment)) against any losses, against all expenseclaims, liability and loss (including attorneys’ feesdemands, liabilities, costs, damages, judgments, penalties (including excise and similar taxes and punitive damages), fines, excise taxes under the Employee Retirement Income Security Act of 1974settlements and reasonable expenses (including, as amended without limitation, reasonable attorneys’ and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlementexperts’ fees) reasonably actually incurred or suffered by such Indemnitee Person in connection therewith; providedwith such Proceeding, howeverappeal, that, except as provided inquiry or investigation (each a “Loss”) in Section 5.6 connection with respect any matter arising out of or incidental to Proceedings any act performed or omitted to enforce rights to indemnification, the Company shall indemnify be performed by any such Indemnitee in connection with this Agreement or the Company’s business or affairs, unless it shall be determined by a Proceeding court of competent jurisdiction that such Loss shall have been the result of (i) gross negligence, fraud or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized intentional misconduct by the ManagersMember or Manager in question, (ii) breach of such Person’s duties pursuant to this Agreement, or (iii) breach of any representation and warranty made by the Member or Manager in question to the Company or any other Member under this Agreement or in any document or certification expressly contemplated hereunder except for the Contribution Agreement, in which case such indemnification shall not cover such resulting Loss. Indemnification under this Article VII shall continue as to a Person who has ceased to serve in the capacity or retain the status 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 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. Any right to indemnification under this Article VII shall be paid solely out of and to the extent of the Company’s assets and shall not be a personal obligation of any Member, and in no event will any Member be required, or permitted without the Unanimous Approval of the Members, to contribute additional capital to the Company to enable the Company to satisfy any obligation under this Article VII.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, director or an officerofficer of the Corporation or any predecessor or, while a director or stockholder officer of the Sole Member in its capacity as sole member of the CompanyCorporation or any predecessor, or is or was serving at the request of the Company Corporation or any predecessor as a director, manager officer, employee, agent or officer trustee of another limited liability company, corporation, corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemniteeindemnitee”), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee, agent or officer trustee or in any other capacity while serving as an equity holdera director, managerofficer, director employee, agent or officertrustee, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationlaw, 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 (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 3 of this Article VIII with respect to Proceedings proceedings to enforce rights to indemnificationindemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Company Corporation shall indemnify any such Indemnitee indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee indemnitee only if such Proceeding proceeding (or part thereof) was authorized by the ManagersBoard of Directors of the Corporation.

Right to Indemnification. Each Person Subject to the limitations and conditions as provided in this Section 7.11, 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, 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 such person, or a person of whom he, she or it is the legal representative, is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder general partner of the Sole Member in its capacity as sole member Partnership or while a general partner of the Company, or Partnership is or was serving at the request of the Company Partnership as a member, manager, director, manager officer, partner, venturer, proprietor, trustee, employee, agent or officer similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust sole proprietorship, trust, employee benefit plan, or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, Partnership to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationTBOC, 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 Partnership to provide broader indemnification rights than such law permitted the Partnership to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), against all expensefines, liability settlements, and loss reasonable expenses (including attorneys’ fees) that are not attributable to the willful misconduct, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”)gross negligence, or penalties and amounts paid in settlement) reasonably intentional fraud of a party claiming or considered for indemnity actually incurred or suffered by such Indemnitee person in connection therewith; providedwith such Proceeding, howeverand indemnification under this Section 7.11 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 7.11 shall be deemed contract rights, thatand no amendment, except as provided in modification, or repeal of this Section 5.6 7.11 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to enforce rights to indemnification, the Company shall indemnify any such Indemnitee amendment, modification, or repeal. The Partners agree that the indemnification provided in connection with a Proceeding (this Section 7.11 could involve indemnification for negligence or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersother theories of strict liability.

Right to Indemnification. Each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he, she or it such Person is or was the Sole Membera member, a Manager, an Officer, or an officer, director or stockholder Officer of the Sole Member in its capacity as sole member of the Company, Company or is or was serving serving, at the request of the Company Company, as a director, manager manager, officer, trustee or officer other similar position of another limited liability company, company or of a corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officerotherwise, shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if the Company were a Delaware corporationAct, 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 such law permitted the Company to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; The Registrant has requested confidential treatment of this draft registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. provided, however, that, except as provided in Section 5.6 paragraph 3 of this Article VI with respect to Proceedings proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding proceeding (or part thereof) was authorized by the Board of Managers.

Right to Indemnification. Each 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 action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”)Action, by reason of the fact that he, she or it is or was a Member (including the Sole Managing Member), a Manager, an Officer, is or was serving as the Company Representative (including any “designated individual”) or the Continuing Member Representative or an officer, manager or director (or stockholder equivalent) or, at the discretion of the Sole Member in its capacity as sole member Managing Member, any employee or agent, of the CompanyManaging 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 Managing Member or the Company or any of its Subsidiaries as a directoran officer, manager or officer director (or equivalent) or, at the discretion of the Managing Member, any employee or agent, of another limited liability company, corporation, partnership, joint venture, limited liability company, trust or other enterpriseentity or which 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 plan (an “Indemnitee”), whether the basis of such Proceeding Action is alleged action in an official capacity as an equity holdera director, manager, director officer, employee or officer agent or in any other capacity while serving as an equity holderofficer, manager, director director, employee or officeragent, shall be indemnified and held harmless by the Company, Company against all expense to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, 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 broader indemnification rights than such law permitted prior to such amendment), against all expense, liability Liability and loss (including reasonable attorneys’ fees, judgments, fines, XXXXX excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; therewith (“Indemnifiable Losses”); provided, however, that, such Indemnitee shall not be entitled to indemnification if such Indemnitee’s conduct constituted fraud, willful misconduct, or a knowing violation of Law; provided, further, however, except as provided in Section 5.6 7.4(d) with respect to Proceedings Actions to enforce rights to indemnification, the Company shall indemnify any such Indemnitee pursuant to this Section 7.4 in connection with a Proceeding an Action (or part thereofthereof but excluding any compulsory counterclaim) initiated by such Indemnitee only if such Proceeding Action (or part thereofthereof but excluding any compulsory counterclaim) was authorized by the ManagersBoard.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit suit, or proceeding, whether civil, criminal, administrative administrative, or investigative (a “Proceedingproceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, director or an officerofficer of the Corporation or, while a director or stockholder officer of the Sole Member in its capacity as sole member of the CompanyCorporation, or is or was serving at the request of the Company Corporation as a director, manager officer, employee, agent, or officer trustee of another limited liability company, corporation, corporation or of a partnership, joint venture, trust trust, or other enterprise, including service with respect to an employee benefit plan (an “Indemniteeindemnitee”), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee, agent, or officer trustee or in any other capacity while serving as an equity holdera director, managerofficer, director employee, agent, or officertrustee, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationlaw, 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 liability, and loss (including attorneys’ feesfees and expenses, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974or penalties, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 9.03 with respect to Proceedings proceedings to enforce rights to indemnificationindemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Company Corporation shall indemnify any such Indemnitee indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee indemnitee only if such Proceeding proceeding (or part thereof) was authorized by the ManagersBoard of Directors.

Right to Indemnification. Each Subject to the limitations and conditions as provided in this Article 7, 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, arbitrative or investigative (thereinafter 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, she or it a Person of whom he is the legal representative, is or was the Sole Member, a Manager, an Officer, Manager or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationAct, 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 such said law permitted the Company to provide prior to such amendment)) against judgments, against all expense, liability and loss penalties (including attorneys’ fees, judgmentsexcise and similar taxes and punitive damages), fines, excise taxes under the Employee Retirement Income Security Act of 1974settlements and reasonable expenses (including, as amended and as may be further amended from time to time (“ERISA”)without limitation, or penalties and amounts paid in settlementattorneys' fees) reasonably actually incurred or suffered by such Indemnitee Person in connection therewith; providedwith such Proceeding, howeverand indemnification under this Article 7 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 7 shall be deemed contract rights, thatand no amendment, except as provided in Section 5.6 modification or repeal of this Article 7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to enforce rights to indemnification, the Company shall indemnify any such Indemnitee amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in connection with a Proceeding (this Article 7 could involve indemnification for negligence or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersunder theories of strict liability.

Right to Indemnification. Each Person 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 claim, demand, action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, director or an officer, director or stockholder officer of the Sole Member in its capacity as sole member of the Company, Corporation or is or was serving at the request of the Company Corporation as a director, manager officer, employee or officer agent of another limited liability company, corporation, company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee or officer agent or in any other capacity while serving as an equity holdera director, managerofficer, director employee or officeragent, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL and any other applicable 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 (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewiththerewith (“Indemnifiable Losses”); provided, however, that, except as provided in Section 5.6 8.4 of this Article VIII with respect to Proceedings to enforce rights to indemnification, the Company Corporation shall indemnify any such Indemnitee pursuant to this Section 8.1 in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the ManagersBoard.

Right to Indemnification. Each Subject to the limitations and conditions as ------------------------ provided in this Article 8, 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, 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, she or it a Person of whom he is the legal representative, is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder Manager of the Sole Member in its capacity as sole member Company or while a Manager of the Company, or Company is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, employee, agent or counsel shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationAct, as the same exists exist or may hereafter be amended (but, but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such said law permitted the Company to provide prior to such amendment)) against judgments, against all expense, liability and loss penalties (including attorneys’ fees, judgmentsexcise and similar taxes and punitive damages), fines, excise taxes under the Employee Retirement Income Security Act of 1974settlements and reasonable expenses (including, as amended and as may be further amended from time to time (“ERISA”)without limitation, or penalties and amounts paid in settlementattorneys' fees) reasonably actually incurred or suffered by such Indemnitee Person in connection therewith; providedwith such Proceeding, howeverand 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, thatand no amendment, except as provided in Section 5.6 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 arising prior to enforce rights to indemnification, the Company shall indemnify any such Indemnitee amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in connection with a Proceeding (this Article 8 could involve indemnification for negligence or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersunder theories of strict liability.

Right to Indemnification. Each Person Subject to the limitations and conditions as provided herein or by Laws, each Person, and each Person’s officers, directors, stockholders, partners, members, Affiliates (without giving effect to the last two sentences of such definition), employees, agents and representatives, 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, 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 hehe or she, or a Person of whom he or she or it is the legal representative, is or was the Sole Tax Member, a ManagerMember of the Company or Affiliate (without giving effect to the last two sentences of such definition) thereof or any of their respective representatives, an Officera Committee Member, a member of a committee of the Company or an officer, director or stockholder of the Sole Member in its capacity as sole member officer of the Company, or while such a Person is or was serving at the request of the Company as a director, manager officer, stockholder, manager, partner, venturer, member, trustee, employee, agent or officer similar functionary of another limited liability companyforeign or domestic general partnership, corporation, limited partnership, joint venture, trust or other enterpriselimited liability company, including service with respect to an trust, employee benefit plan or other entity (each an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the CompanyCompany to the extent such Proceeding or other above-described process relates to any such above-described relationships with, status with respect to, or representation of any such Person to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationAct, 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 such law said Laws permitted the Company to provide prior to such amendment), against all expensejudgments, liability penalties (including excise and loss similar taxes and punitive damages), fines, settlements and reasonable expenses (including attorneys’ and experts’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably actually incurred or suffered by such Indemnitee Person in connection therewithwith such Proceeding, and indemnification under this Article 4 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder for any and all Liabilities and damages related to and arising from such Person’s activities while acting in such capacity; provided, however, thatthat no Person shall be entitled to indemnification under this Section 4.1 if the Proceeding involves acts or omissions of such Person which constitute an intentional breach of this Agreement or fraud, except as provided in Section 5.6 gross negligence or willful misconduct on the part of such Person. The rights granted pursuant to this Article 4 shall be deemed contract rights, and no amendment, modification or repeal of this Article 4 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (amendment, modification or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersrepeal. IT IS ACKNOWLEDGED THAT THE INDEMNIFICATION PROVIDED IN THIS ARTICLE 4 COULD INVOLVE INDEMNIFICATION FOR NEGLIGENCE OR UNDER THEORIES OF STRICT LIABILITY.

Right to Indemnification. Each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, she or it is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder shareholder of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporation, 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 broader indemnification rights than such law permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managers.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, director or an officerofficer of the Corporation or, while a director or stockholder officer of the Sole Member in its capacity as sole member of the CompanyCorporation, or is or was serving at the request of the Company Corporation as a director, manager officer, employee, agent or officer trustee of another limited liability company, corporation, corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemniteeindemnitee”), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee, agent or officer trustee or in any other capacity while serving as an equity holdera director, managerofficer, director employee, agent or officertrustee, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationlaw, 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 (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 3 of this Article VIII with respect to Proceedings proceedings to enforce rights to indemnificationindemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Company Corporation shall indemnify any such Indemnitee indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee indemnitee only if such Proceeding proceeding (or part thereof) was authorized by the ManagersBoard of Directors.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit suit, arbitration, alternative dispute mechanism, inquiry, administrative or legislative hearing, investigation or any other actual, threatened or completed proceeding, including any and all appeals, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, director or an officer, director or stockholder officer of the Sole Member in its capacity as sole member of the Company, Corporation or is or was serving at the request of the Company Corporation as a director, manager officer or officer trustee of another limited liability company, corporation, corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemniteeindemnitee”), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holdera director, manager, director officer or officer trustee or in any other capacity while serving as an equity holdera director, manager, director officer or officertrustee, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if of the Company were a State of Delaware corporation(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 broader indemnification rights than such law permitted prior to such amendment)amended, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee indemnitee in connection therewith; provided, however, however that, except as provided in Section 5.6 6.03 with respect to Proceedings proceedings to enforce rights to indemnification, the Company Corporation shall indemnify any such Indemnitee indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee indemnitee only if such Proceeding proceeding (or part thereof) was authorized or ratified by the ManagersBoard of Directors.

Right to Indemnification. Each Person who The Company shall, to the fullest extent permitted by applicable law as then in effect, indemnify Indemnitee to the extent he is or was or is made involved in any manner (including, without limitation, as a party or a witness) or is threatened to be made a party to or is otherwise so involved in any threatened, pending or completed investigation, claim, action, suit or proceedingproceeding (a “Proceeding”), whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, she or it Indemnitee is or was the Sole Member, a Manager, director and/or an Officer, or an officer, director or stockholder of the Sole Member in its capacity as sole member officer of the Company, or is or was serving at the request of the Company as a director, manager or director and/or an officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporation, 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 broader indemnification rights than such law permitted prior to such amendment)Affiliate, against all expensecosts, liability charges and loss expenses (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), including an amount paid to settle an action or penalties and amounts paid in settlement) satisfy a judgment, reasonably incurred or suffered by such Indemnitee in connection therewithwith such Proceeding to which Indemnitee is made a party by reason of being or having been a director and/or an officer of the Company or a director and/or an officer of any Company Affiliate, if (a) Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in and not opposed to the best interests of the Company, and (b) in the case of a criminal or administrative Proceeding, Indemnitee had no reasonable cause to believe that Indemnitee’s conduct was unlawful; provided, however, that, that except as provided in Section 5.6 3(d) of this Agreement, the foregoing shall not apply to Indemnitee with respect to Proceedings any Proceeding which was commenced by Indemnitee. Such indemnification shall include the right to enforce rights to indemnification, the Company shall indemnify receive payment in advance of any such expenses incurred by Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by Proceeding, consistent with the Managersprovisions of applicable law as then in effect.

Right to Indemnification. Each Subject to the limitations and conditions as provided in this Article VI, 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, 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, she or it a Person of whom he is the legal representative, is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationAct, 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 such said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), against all expensefines, liability settlements and loss reasonable expenses (including including, without limitation, attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably actually incurred or suffered by such Indemnitee Person in connection therewith; providedwith such Proceeding, howeverand indemnification under this Article 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 contract rights, thatand no amendment, except as provided in Section 5.6 modification or repeal of this Article VI shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to enforce rights to indemnification, the Company shall indemnify any such Indemnitee amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in connection with a Proceeding (this Article VI could involve indemnification for negligence or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersunder theories of strict liability.

Right to Indemnification. Each Person Subject to any limitations resulting from the application of Section 2115 of the California Corporations Code to this 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 action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he, he or she or it is or was the Sole Membera director, a Manager, an Officer, or an officer, director employee or stockholder agent of the Sole Member in its capacity as sole member of the Company, Corporation or is or was serving at the request of the Company Corporation as a director, manager officer, employee or officer agent of another limited liability company, corporation, corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemniteeindemnitee”), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee or officer agent or in any other capacity while serving as an equity holdera director, managerofficer, director employee or officeragent, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, 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 (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 3 of this Article VIII with respect to Proceedings proceedings to enforce rights to indemnification, the Company Corporation shall indemnify any such Indemnitee indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee indemnitee only if such Proceeding proceeding (or part thereof) was authorized by the ManagersBoard of Directors of the Corporation.

Right to Indemnification. Each Subject to the limitations and conditions as provided in this Article VI, 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, 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, she or it a Person of whom he is the legal representative, is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationAct, 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 such said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), against all expensefines, liability settlements and loss reasonable expenses (including including, without limitation, attorneys’ fees) actually incurred by such Person in connection with such Proceeding, even if such judgments, penalties, fines, excise taxes settlements and expenses are attributable to the Member’s negligence or result from any statutorily imposed strict liability, and indemnification under this Article VI shall continue as to a Person who has ceased to serve in the Employee Retirement Income Security Act capacity that initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Article VI shall be deemed contract rights, and no amendment, modification or repeal of 1974, as amended and as may be further amended from time to time (“ERISA”), this Article VI shall have the effect of limiting or penalties and amounts paid in settlement) reasonably incurred or suffered by denying any such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 rights with respect to actions taken or Proceedings arising prior to enforce rights to indemnification, the Company shall indemnify any such Indemnitee amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in connection with a Proceeding (this Article VI could involve indemnification for negligence or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersunder theories of strict liability.

Right to Indemnification. Each Person individual who was or is made a party or is threatened to be made a party to or is otherwise involved in in, any action, suit or proceeding, whether pending or threatened, whether civil, criminal, administrative or investigative and whether brought by or in the right of the Company or otherwise (a “Proceeding”), by reason of the fact that he, she or it such individual is or was the Sole a Member, a Manager, an Officer, manager or an officer, director or stockholder of the Sole Member in its capacity as sole member officer of the Company, or is or was a manager or officer of the Company and is or was serving at the request of the Company as a director, manager officer, employee or officer agent of another corporation, limited liability company, corporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, ) shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationAct, as the same exists or may hereafter be amended (but, but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), ) against all expenseexpenses, liability and loss (including including, without limitation, attorneys’ feesfees and expenses, judgments, fines, excise excide taxes under or penalties pursuant to the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”)amended, or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided. The right to indemnification shall extend to the heirs, howeverexecutors, thatadministrators and estate of any such Member, except as manager or officer. The right to indemnification provided in this Section 5.6 with respect to Proceedings to enforce 13.1: (a) will not be exclusive of any other rights to indemnificationwhich any individual seeking indemnification may otherwise be entitled, including without limitation, pursuant to any contract approved by the Member; and (b) will be applicable to matters otherwise within its scope whether or not such matters arose or arise before or after the adoption of this Section 13.1. Without limiting the generality of the foregoing, the Company shall indemnify may adopt resolutions, or enter into one or more agreements with any individual, that provide for indemnification greater or otherwise different than provided in this Section 13.1 or the Act and any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized agreement approved by the ManagersMember will be a valid and binding obligation of the Company. Notwithstanding anything to the contrary in this Section 13.1, in the event that the Company enters into a contract with any individual providing for indemnification of such individual, the provisions of that contract will exclusively govern the Company’s obligations in respect of indemnification for or advancement of fees or disbursements of that individual’s attorneys) and any other professional engaged by that individual. Any amendment or repeal of, or adoption of any provision inconsistent with this Section 13.1 will not adversely affect any right or protection existing hereunder, or arising out of events occurring or circumstances existing, in whole or in part, prior to such amendment, repeal or adoption, and no such amendment, repeal or adoption will affect the legality, validity or enforceability of any contract entered into or right granted prior to the effective date of such amendment, repeal or adoption. Pursuant to NRS 86.431, any indemnification under NRS 86.411 or 86.421, unless ordered by a court or advanced pursuant to NRS 86.441, may be made by the Company only as authorized in the specific case by the Member that indemnification is proper in the circumstances.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”)investigative, by reason of the fact that he, she or it he is or was the Sole Member, a Manager, an Officer, director or an officer, director or stockholder officer of the Sole Member in its capacity as sole member of the Company, Corporation or is or was serving at the request of the Company Corporation as a director, manager officer, employee or officer agent of another limited liability company, corporation, corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee or officer agent or in any other capacity while serving as an equity holdera director, managerofficer, director employee or officeragent, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, 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 (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 3 of this Article with respect to Proceedings proceedings to enforce rights to indemnification, the Company Corporation shall indemnify any such Indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding proceeding (or part thereof) was authorized by the Managersboard of directors of the Corporation.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, she or it such person is or was the Sole Member, a Manager, Director of an Officer, or an officer, director or stockholder officer of the Sole Member in its capacity as sole member of the Company, Corporation or is or was serving at the request of the Company Corporation as a directorDirector, manager officer, employee or officer agent of another limited liability company, corporation, company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee or officer agent or in any other capacity while serving as an equity holdera director, managerofficer, director employee or officeragent, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporation, 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 (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee Indemnity in connection therewith; provided, however, that, except as provided in Section 5.6 9.04 hereof with respect to Proceedings to enforce rights to indemnification, the Company Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the ManagersBoard of Directors of the Corporation.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, director or an officerofficer of the Corporation or, while a director or stockholder officer of the Sole Member in its capacity as sole member of the CompanyCorporation, or is or was serving at the request of the Company Corporation as a director, manager manager, officer, employee, agent or officer trustee of another corporation or of a limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemniteeindemnitee”), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holdera director, manager, director officer, employee, agent or officer trustee or in any other capacity while serving as an equity holdera director, manager, director officer, employee, agent or officertrustee, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationlaw, as the same exists or may hereafter be amended (but, in the case of any such amendment, if permitted, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 7.03 with respect to Proceedings proceedings to enforce rights to indemnificationindemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Company Corporation shall indemnify any such Indemnitee indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee indemnitee only if such Proceeding proceeding (or part thereof) was authorized by the ManagersBoard of Directors.

Right to Indemnification. Each Subject to the limitations and conditions as provided in this Article VI, 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, 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, she or it a Person of whom he is the legal representative, is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationAct, as the same exists 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 such said law permitted the Company to provide prior to such amendment)) against judgments, against all expense, liability and loss penalties (including attorneys’ fees, judgmentsexcise and similar taxes and punitive damages), fines, excise taxes under the Employee Retirement Income Security Act of 1974settlements and reasonable expenses (including, as amended and as may be further amended from time to time (“ERISA”)without limitation, or penalties and amounts paid in settlementattorneys' fees) reasonably actually incurred or suffered by such Indemnitee Person in connection therewith; providedwith such Proceeding, howeverand indemnification under this Article 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 contract rights, thatand no amendment, except as provided in Section 5.6 modification or repeal of this Article VI shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to enforce rights to indemnification, the Company shall indemnify any such Indemnitee amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in connection with a Proceeding (this Article VI could involve indemnification for negligence or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersunder theories of strict liability.

Right to Indemnification. Each Person individual who was or is made a party or is threatened to be made a party to or is otherwise involved in in, any action, suit or proceeding, whether pending or threatened, whether civil, criminal, administrative or investigative and whether brought by or in the right of the Company or otherwise (a “Proceeding”), by reason of the fact that he, she or it such individual is or was the Sole a Member, a Manager, an Officer, manager or an officer, director or stockholder of the Sole Member in its capacity as sole member officer of the Company, or is or was a manager or officer of the Company and is or was serving at the request of the Company as a director, manager officer, employee or officer agent of another corporation, limited liability company, corporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, ) shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationAct, as the same exists or may hereafter be amended (but, but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), ) against all expenseexpenses, liability and loss (including including, without limitation, attorneys’ feesfees and expenses, judgments, fines, excise excide taxes under or penalties pursuant to the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”)amended, or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided. The right to indemnification shall extend to the heirs, howeverexecutors, thatadministrators and estate of any such Member, except as manager or officer. The right to indemnification provided in this Section 5.6 with respect to Proceedings to enforce 13.1: (a) will not be exclusive of any other rights to indemnificationwhich any individual seeking indemnification may otherwise be entitled, including without limitation, pursuant to any contract approved by the Member or a majority of the Board of Directors of the Member (the “Board”), (whether or not the directors approving such contract are or are to be parties to such contract or similar contracts); and (b) will be applicable to matters otherwise within its scope whether or not such matters arose or arise before or after the adoption of this Section 13.1. Without limiting the generality of the foregoing, the Company shall indemnify may adopt resolutions, or enter into one or more agreements with any individual, that provide for indemnification greater or otherwise different than provided in this Section 13.1 or the Act and any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized agreement approved by the ManagersMember will be a valid and binding obligation of the Company regardless of whether one or more members of the Board, or all of the Board, are parties thereto or to similar agreements. Notwithstanding anything to the contrary in this Section 13.1, in the event that the Company enters into a contract with any individual providing for indemnification of such individual, the provisions of that contract will exclusively govern the Company’s obligations in respect of indemnification for or advancement of fees or disbursements of that individual’s attorney(s) and any other professional engaged by that individual. Any amendment or repeal of, or adoption of any provision inconsistent with this Section 13.1 will not adversely affect any right or protection existing hereunder, or arising out of events occurring or circumstances existing, in whole or in part, prior to such amendment, repeal or adoption, and no such amendment, repeal or adoption will affect the legality, validity or enforceability of any contract entered into or right granted prior to the effective date of such amendment, repeal or adoption. Pursuant to NRS 86.431, any indemnification under NRS 86.411. or 86.421, unless ordered by a court or advanced pursuant to NRS 86.441, may be made by the Company only as authorized in the specific case by the Member that indemnification is proper in the circumstances.

Right to Indemnification. Each Person 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 claim, demand, action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, director or an officer, director or stockholder officer of the Sole Member in its capacity as sole member of the Company, Corporation or is or was serving at the request of the Company Corporation as a director, manager officer, employee or officer agent of another limited liability company, corporation, company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee or officer agent or in any other capacity while serving as an equity holdera director, managerofficer, director employee or officeragent, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL and any other applicable 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 (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewiththerewith (“Indemnifiable Losses”); provided, however, that, except as provided in Section 5.6 4 of this Article IX with respect to Proceedings to enforce rights to indemnification, the Company Corporation shall indemnify any such Indemnitee pursuant to this Section 1 in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the ManagersBoard.

Right to Indemnification. Each Person who was or The Company shall indemnify and hold harmless Indemnitee, as soon as practicable but in any event no later than thirty days after written demand, in connection with any Proceeding to which Indemnitee is made a party or is threatened to be made a party to witness or in which Indemnitee is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”)involved, by reason of the fact that heIndemnitee is to become, she or it is or was the Sole Membera director, a Manager, an Officer, or an officer, director employee, consultant, agent or stockholder of the Sole Member in its capacity as sole member fiduciary of the Company, or is to serve or is or was serving at the request of the Company as a director, manager officer, employee, consultant, agent or officer fiduciary of another limited liability company, corporation, corporation or of a partnership, joint venture, trust or other enterprise, including including, without limitation, service with respect to an employee benefit plan plan, or by reason of anything done or not done by Indemnitee in any such capacity (each such event, occurrence or circumstance in which Indemnitee is entitled to indemnification pursuant to this Agreement, an “Indemnitee”"Indemnifiable Event"), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, each case to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationapplicable 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 Company to provide broader indemnification rights than such law permitted prior to such amendmentthereto), against all expenseExpenses, liability and loss (including attorneys’ feesincurred, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), suffered or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith, and such indemnification shall continue after Indemnitee has ceased to be a director, officer, employee, consultant, agent or fiduciary of the Company and shall inure to the benefit of Indemnitee's heirs, executors and administrators; provided, however, that, except as provided in Section 5.6 5 hereof with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the ManagersBoard.

Right to Indemnification. Each Subject to the limitations and conditions as provided in this Article VII, 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, 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, she or it a Person of whom he is the legal representative, is or was the Sole Member, a Manager, an Officer, Manager or an officer, director or stockholder Members of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, LLC shall be indemnified and held harmless by the Company, LLC to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationAct, 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 such said law permitted the LLC to provide prior to such amendment)) against judgments, against all expense, liability and loss penalties (including attorneys’ fees, judgmentsexise and similar taxes and punitive damages), fines, excise taxes under the Employee Retirement Income Security Act of 1974settlements and reasonable expenses (including, as amended and as may be further amended from time to time (“ERISA”)without limitation, or penalties and amounts paid in settlementattorney's fees) reasonably actually incurred or suffered by such Indemnitee Person in connection therewith; providedwith such Proceeding, howeverand 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 indemnify hereunder. The rights granted pursuant to this Article VII shall be deemed contract rights, thatand no amendments, except as provided in Section 5.6 modification or repeal of this Article VII shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to enforce rights to indemnificationsuch amendment, modification or repeal. It is expressly acknowledged that the Company shall indemnify any such Indemnitee indemnification provided in connection with a Proceeding (this Article VII could involve indemnification for negligence or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersunder theories of strict liability.

Right to Indemnification. Each Person who (a) In the event that Indemnitee was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (whether threatened or actual, hereinafter a “Proceeding”), by reason of the fact fact: (i) that he, she Indemnitee or it a person of whom Indemnitee is the legal representative is or was or has agreed to become a director of the Sole MemberCorporation, including service with respect to an employee benefit plan (including any settlor capacity), (ii) that Indemnitee is or was a director or officer of International Paper Company, a ManagerNew York corporation (“International Paper”) or UWW Holdings, an OfficerInc., a Delaware corporation (“UWWH”) or an officerany of their respective subsidiaries, director in each case acting on behalf of or stockholder for the benefit of the Sole Member in its capacity as sole member of the CompanyCorporation, including service with respect to an employee benefit plan (including any settlor capacity) or (iii) Indemnitee is or was serving or has agreed to serve at the request of the Company Corporation as a director, manager officer, employee, agent or officer trustee of another limited liability company, corporation, corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”)plan, whether the basis of such Proceeding is action alleged action to have been taken or omitted in an official capacity as an equity holder, manager, a director or officer officer, or in any other capacity while serving or having agreed to serve as an equity holdera director, managerofficer, director employee, agent or officertrustee, shall be indemnified and held harmless by the Company, Corporation to the fullest extent authorized by this Agreement and the DGCL in effect on the date hereof or as amended to increase the scope of permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationindemnification, 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 (including including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 4 of this Agreement with respect to Proceedings to enforce rights to indemnification, the Company Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersboard of directors of the Corporation (“Board of Directors”). For avoidance of doubt and solely for purposes of the preceding clause (ii) of this Section 2, “Corporation” shall specifically include Indemnitee’s service to International Paper and any of its affiliates engaged in the business segment referred to in International Paper’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 as “xpedx”.

Right to Indemnification. Each Person 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 claim, demand, action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, director or an officer, director or stockholder officer of the Sole Member in its capacity as sole member of the Company, Company or is or was serving at the request of the Company as a director, manager officer, employee or officer agent of another limited liability company, corporation, company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee or officer agent or in any other capacity while serving as an equity holdera director, managerofficer, director employee or officeragent, shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationand any other applicable 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 Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewiththerewith (“Indemnifiable Losses”); provided, however, that, except as provided in Section 5.6 4 of this Article IX with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee pursuant to this Section 1 in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the ManagersBoard.

Right to Indemnification. Each Person Subject to the limitations and conditions as provided in Section 9, each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any actionProceeding, suit or proceeding, whether civil, criminal, administrative any appeal in such a Proceeding or investigative (any inquiry or investigation that could lead to such a “Proceeding”), by reason of the fact that hehe or she, or a Person of whom he or she or it is legal Manager, is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder Manager of the Sole Member in its capacity as sole member Company or while Manager of the Company, or Company is or was serving at the request of the Company as a Manager, director, manager officer, partner, venturer, proprietor, trustee, employee, agent, or officer similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust or other enterprisesole proprietorship, including service with respect to an trust, employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, enterprise shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationAct, 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 such said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), against all expensefines, liability settlements and loss reasonable expenses (including including, without limitation, attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably actually incurred or suffered by such Indemnitee Person in connection therewith; providedwith such Proceeding, howeverand indemnification under Section 9 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 Section 9 shall be deemed contract rights and no amendment, thatmodification or repeal of Section 9 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any such amendment, except as modification or repeal. It is expressly acknowledged that the indemnification provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (9 could involve indemnification for negligence or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersunder theories of strict liability.

Right to Indemnification. Each Person 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 or any other type whatsoever (hereinafter a “Proceedingproceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, director or an officerofficer of the Corporation or, while a director or stockholder officer of the Sole Member in its capacity as sole member of the CompanyCorporation, or is or was serving at the request of the Company Corporation as a director, manager member, manager, officer, employee, agent or officer trustee of another corporation or of a partnership, limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemniteeindemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationlaw, 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), whether the basis of such proceeding is alleged action in an official capacity as director, officer, employee, agent or trustee or in any other capacity while serving as director, officer, employee, agent or trustee, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee indemnitee in connection therewith; provided, however, that, except . Except as provided in Section 5.6 5.3 with respect to Proceedings proceedings to enforce rights to indemnificationindemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Company Corporation shall indemnify any such Indemnitee indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee indemnitee only if such Proceeding proceeding (or part thereof) was authorized by the ManagersBoard.

Right to Indemnification. Each Person who In the event that the Employee was or is made a party or was or is threatened to be made a party to or was or is otherwise involved or called as a witness in any action, suit suit, proceeding or proceedingalternative dispute resolution mechanism, or any hearing, inquiry or investigation that the Employee in good faith believes may lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative investigative, and any appeal therefrom (hereinafter, collectively a “Proceeding”), by reason of the fact that heshe was, she or it is or was the Sole Memberhad agreed to become a director, a Manager, an Officer, or an officer, director employee, agent or stockholder of the Sole Member in its capacity as sole member fiduciary of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, Employee shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationunder applicable law, as the same now 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 such law the Company was permitted to provide prior to such amendment) against all expenses (including reasonable attorneys’ fees and all other costs, expenses, liabilities, obligations and disbursements in connection with investigating, prosecuting, defending, preparing to prosecute and defend, or being a witness or other participant in any Proceeding), against all expenseliabilities and losses (including, liability and loss (including attorneys’ feesbut not limited to, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties fines and amounts paid for or to be paid in settlement) reasonably incurred or suffered by such Indemnitee the Employee in connection therewith; providedwith any Proceeding (collectively, “Expenses”), provided however, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification1.6(e) hereof, the Company shall indemnify any such Indemnitee the Employee in connection with a Proceeding (or part thereof) initiated by such Indemnitee the Employee only if such Proceeding (or part thereof) was authorized by the ManagersBoard.

Right to Indemnification. Each Person 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 or any other type whatsoever (hereinafter a “Proceeding”"proceeding"), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, director or an officerofficer of the Corporation or, while a director or stockholder officer of the Sole Member in its capacity as sole member of the CompanyCorporation, or is or was serving at the request of the Company Corporation as a director, manager manager, officer, employee, agent or officer trustee of another corporation or of a partnership, limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”"indemnitee"), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee, agent or officer trustee or in any other capacity while serving as an equity holdera director, managerofficer, director employee, agent or officertrustee, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationlaw, 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 (including attorneys’ ' fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 5.3 with respect to Proceedings proceedings to enforce rights to indemnificationindemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Company Corporation shall indemnify any such Indemnitee indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee indemnitee only if such Proceeding proceeding (or part thereof) was authorized by the ManagersBoard.

Right to Indemnification. Each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, she or it is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the The Company, to the fullest extent permitted or required by law, shall indemnify and hold harmless the Delaware General Corporation Law as if Managers, the Company were a Delaware corporationofficers, as the same exists or may hereafter be amended Members and all the representatives of the Managers, the Members and their respective Affiliates (butindividually an “Indemnitee”) from and against any and all losses, in the case claims, demands, costs, damages, liabilities, expenses of any such amendment, only to the extent that such amendment permits broader indemnification rights than such law permitted prior to such amendment), against all expense, liability and loss nature (including reasonable attorneys’ fees' fees and disbursements), judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which an Indemnitee may be involved, or threatened to be involved, as amended and as may be further amended from time to time a party or otherwise, arising out of the business of the Company (“ERISA”), or penalties and amounts paid regardless of whether an Indemnitee remains in settlement) reasonably incurred or suffered by the capacity for which such Indemnitee is entitled to indemnification at the time any such liability or expense is paid or incurred) if the Indemnitee acted in connection therewith; provided, however, that, except as provided good faith and in Section 5.6 with respect a manner the Indemnitee reasonably believed to Proceedings to enforce rights to indemnification, be in the interests of the Company and the conduct was not unlawful and/or did not constitute intentional misconduct, gross negligence or fraud. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere shall indemnify any such not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee acted in connection with a Proceeding manner contrary to that specified above. Any indemnification hereunder shall be satisfied solely out of the assets of the Company (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized from insurance permitted to be obtained by the ManagersCompany) and no Member shall be subject to any personal liability by reason of these indemnification provisions.

Right to Indemnification. Each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, she or it is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the 2.1 The Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Companyshall, to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if (the Company were a Delaware corporation“DGCL”) or other applicable 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 Company to provide broader indemnification rights than such the DGCL or other applicable law permitted the Company to provide prior to such amendmentchange), indemnify any Indemnitee who is or was involved in any manner (including, without limitation, as a party or witness), or is threatened to be made 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 proceeding by or in the right of the Company to procure a judgment in its favor) (herein referred to as a “Proceeding”) by reason of the fact that such person is or was a director or officer of the Company, is or was serving at the request of the Company as a director or officer of any Company Affiliate, and/or or by reason of any action alleged to have been taken or omitted in any such capacity, against all expense, liability and loss expenses (including attorneys’ fees), judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) settlement actually and reasonably incurred or suffered by such Indemnitee person in connection therewithwith such Proceeding; provided, . however, that, except as provided in Section 5.6 Paragraph 3.4, the foregoing shall not apply to a director or officer of the Company with respect to Proceedings a Proceeding that was commenced by such director or officer unless such Proceeding was authorized or consented to enforce rights by the Board of Directors of the Company. Such indemnification shall include the right to indemnification, receive payment in advance of any expenses incurred by the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereofsuch Proceeding, consistent with the provisions of applicable law as then in effect. 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) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by of the ManagersDGCL as in existence on the date hereof.

Right to Indemnification. Each Person person 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 actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that hehe or she (or a person of whom he or she is the legal representative), she or it is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder officer of the Sole Member in its capacity as sole member of the Company, Corporation or is or was serving at the request of the Company Corporation as a director, manager officer, employee, fiduciary, or officer agent of another corporation or of a partnership, limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director or officer or in any other capacity while serving as an equity holder, manager, director or officerso serving, shall be indemnified and held harmless by the Company, Corporation to the fullest full extent permitted or required authorized by the Delaware General Corporation Law as if of the Company were a State of Delaware corporation(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 said law permitted the Corporation to provide prior to such amendment), or by other applicable law as then in effect, against all expense, liability and loss (including attorneys’ feesfees and related disbursements, judgments, fines, excise taxes and penalties under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee in connection therewith; provided, howeverand such indemnification shall continue as to a person who has ceased to be a director, thatofficer, except partner, member or trustee and shall inure to the benefit of his or her heirs, executors and administrators. Each person who is or was serving as provided a director or officer of a subsidiary of the Corporation shall be deemed to be serving, or have served, at the request of the Corporation. Any indemnification (but not advancement of expenses) under this Article VI(unless ordered by a court) shall be made by the Corporation only as authorized in Section 5.6 the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, as the same exists or hereafter may 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). Such determination shall be made with respect to Proceedings a person who is a director or officer at the time of such determination (i) by a majority vote of the directors who were not parties to enforce rights to indemnificationsuch proceeding(the “Disinterested Directors”), the Company shall indemnify any even though less than a quorum, (ii) committee of Disinterested Directors designated by a majority vote of Disinterested Directors, even though less than a quorum, (iii) if there are no such Indemnitee in connection with a Proceeding (Disinterested Directors, or part thereof) initiated by such Indemnitee only if such Proceeding Disinterested Directors so direct, by independent legal counsel in a written opinion, or (or part thereofiv) was authorized by the Managersstockholders.

Right to Indemnification. Each Person who In the event Indemnitee was or is made a party or was or is threatened to be made a party to or was or is otherwise involved in or called as a witness in any action, suit or proceeding, whether civil, criminal, administrative or investigative investigative, and any appeal therefrom (hereinafter, collectively a “Proceeding”"proceeding"), by reason of the fact that hehe was, she or it is or was the Sole Memberhad agreed to become a director, a Manager, an Officer, or an officer, director employee, agent, fiduciary or stockholder of the Sole Member in its capacity Delegate (as sole member defined herein) of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, Indemnitee shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by under the Delaware General Corporation Law as if (the Company were a Delaware corporation"DGCL"), as the same now 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 2 indemnification rights than such law the DGCL permitted the corporation to provide prior to such amendment), ) against all expenseexpenses (including, liability but not limited to, attorneys' fees and loss expenses of litigation) and all liabilities and losses (including attorneys’ feesincluding, but not limited to, judgments, ; fines, ; liabilities under ERISA for damages; excise taxes under the Employee Retirement Income Security Act of 1974or penalties; damages, as amended and as may be further amended from time to time (“ERISA”), fines or penalties arising out of violation of any law related to the protection of the public health, welfare or the environment; and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Indemnitee person in connection therewith; provided, however, that, that except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification4 hereof, the Company shall indemnify any such Indemnitee person seeking indemnity in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee person only if such Proceeding proceeding (or part thereof) was authorized by the ManagersBoard of Directors of the Company.

Right to Indemnification. Each Person who In the event that Specialty, any of its employees, officers, directors, agents or shareholders (each an "Indemnitee", collectively, the "Indemnitees") was or is made a party or was or is threatened to be made a party to or is otherwise were or are involved in or called as a witness in any action, suit or proceeding, whether civil, criminal, administrative or investigative investigative, and any appeal therefrom (hereinafter, collectively a “Proceeding”), by reason of the fact that he, she or it is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or "proceeding") related in any other capacity while serving as an equity holdermanner whatsoever to the duties performed by any Indemnitee hereunder, manager, director or officer, such Indemnitee shall be indemnified and held harmless by the Company, Operating Subsidiary to the fullest extent permitted or required by under the Delaware General Corporation Law as if (the Company were a Delaware corporation"DGCL"), as the same now exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits Operating Subsidiary to provide broader indemnification rights than such law the DGCL permitted the corporation to provide prior to such amendment), ) against all expenseexpenses (including, liability but not limited to, attorneys' fees and loss expenses of litigation) and all liabilities and losses (including attorneys’ feesincluding, but not limited to, judgments, ; fines; liabilities under ERISA for damages, excise taxes under the Employee Retirement Income Security Act of 1974or penalties; damages, as amended and as may be further amended from time to time (“ERISA”), fines or penalties arising out of violation of any law related to the protection of the public health, welfare or the environment; and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Indemnitee person in connection therewith; provided, however, that, that except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification5.4 hereof, the Company Operating Subsidiary shall indemnify any such Indemnitee person seeking indemnity in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee person only if such Proceeding proceeding (or part thereof) was authorized by the ManagersBoard of Directors of Operating Subsidiary.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, director or an officer, director or stockholder officer of the Sole Member in its capacity as sole member of the Company, Corporation or is or was serving at the request of the Company Corporation as a director, manager officer or officer trustee of another limited liability company, corporation, corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemniteeindemnitee”), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holdera director, manager, director officer or officer trustee or in any other capacity while serving as an equity holdera director, manager, director officer or officertrustee, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if law of the Company were a Delaware corporationstate of incorporation of the Corporation, 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 (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 7.03 of these By-Laws with respect to Proceedings proceedings to enforce rights to indemnification, the Company Corporation shall indemnify any such Indemnitee indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee indemnitee only if such Proceeding proceeding (or part thereof) was authorized by the ManagersBoard of Directors of the Corporation.

Right to Indemnification. Each Person 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 or any other type whatsoever (hereinafter a “Proceedingproceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, director or an officerofficer of the Corporation or, while a director or stockholder officer of the Sole Member in its capacity as sole member of the CompanyCorporation, or is or was serving at the request of the Company Corporation as a director, manager manager, officer, employee, agent or officer trustee of another corporation or of a partnership, limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemniteeindemnitee”), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee, agent or officer trustee or in any other capacity while serving as an equity holdera director, managerofficer, director employee, agent or officertrustee, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationlaw, 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 (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 5.3 with respect to Proceedings proceedings to enforce rights to indemnificationindemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Company Corporation shall indemnify any such Indemnitee indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee indemnitee only if such Proceeding proceeding (or part thereof) was authorized by the ManagersBoard.

Right to Indemnification. Each Person Subject to the limitations and conditions as provided in this Section 7.11, 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, 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 such person, or a person of whom he, she or it is the legal representative, is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder general partner of the Sole Member in its capacity as sole member Partnership or while a general partner of the Company, or Partnership is or was serving at the request of the Company Partnership as a member, manager, director, manager officer, partner, venturer, proprietor, trustee, employee, agent or officer similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust sole proprietorship, trust, employee benefit plan, or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, Partnership to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationTBOC, 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 Partnership to provide broader indemnification rights than such law permitted the Partnership to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), against all expensefines, liability settlements, and loss reasonable expenses (including attorneys’ fees) that are not attributable to the willful misconduct, judgmentsgross negligence, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”)intentional fraud, or penalties and amounts paid in settlement) reasonably material breach of an express provisions of this Agreement by a party claiming or considered for indemnity actually incurred or suffered by such Indemnitee person in connection therewith; providedwith such Proceeding, howeverand indemnification under this Section 7.11 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 7.11 shall be deemed contract rights, thatand no amendment, except as provided in modification, or repeal of this Section 5.6 7.11 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to enforce rights to indemnification, the Company shall indemnify any such Indemnitee amendment, modification, or repeal. The Partners agree that the indemnification provided in connection with a Proceeding (this Section 7.11 could involve indemnification for negligence or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersother theories of strict liability.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, director or an officerofficer of the Corporation or, while a director or stockholder officer of the Sole Member in its capacity as sole member of the CompanyCorporation, or is or was serving at the request of the Company Corporation as a director, manager officer, employee, agent or officer trustee of another limited liability company, corporation, corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemniteeindemnitee”), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee, agent or officer trustee or in any other capacity while serving as an equity holdera director, managerofficer, director employee, agent or officertrustee, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationlaw, 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 (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 6.4 with respect to Proceedings proceedings to enforce rights to indemnificationindemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Company Corporation shall indemnify any such Indemnitee indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee indemnitee only if such Proceeding proceeding (or part thereof) was authorized by the ManagersBoard of Directors.

Right to Indemnification. Each Subject to the limitations and conditions as provided herein or by Laws, each Person who was or is made a party or is threatened to be made a party to or is otherwise involved 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 hehe or she, or a Person of whom he or she or it is the legal representative, is or was a Member of the Sole Company, a Board Member, a Manager, an Officermember of a committee of the Board, or an officer, director or stockholder of the Sole Member in its capacity as sole member Officer of the Company, or while such a Person is or was serving at the request of the Company as a director, manager officer, partner, venturer, member, trustee, employee, agent or officer similar functionary of another limited liability companyforeign or domestic general partnership, corporation, limited partnership, joint venture, trust limited liability company, trust, employee benefit plan or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the CompanyCompany to the extent such Proceeding or other above-described process relates to any such above-described relationships with, status with respect to, or representation of any such Person, to the fullest extent permitted or required by Laws and the Delaware General Corporation Law as if the Company were a Delaware corporationAct, as the same exists ****TEXT OMITTED AND FILED SEPARATELY CONFIDENTIAL TREATMENT REQUESTED BY XXXXXXXX CORPORATION UNDER 17C.F.R. SECTION 200.80(B)(4), 200.83 AND 240.24b-2 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 such law the Act or said Laws permitted the Company to provide prior to such amendment), against all expensejudgments, liability penalties (including excise and loss similar taxes and punitive damages), fines, settlements and reasonable expenses (including attorneys’ and experts’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably actually incurred or suffered by such Indemnitee Person in connection therewithwith such Proceeding, and indemnification under this Article VII shall continue as to a Person who has ceased to serve in the capacity that initially entitled such Person to indemnity hereunder for any and all liabilities and damages related to and arising from such Person’s activities while acting in such capacity; provided, however, thatthat no Person shall be entitled to indemnification under this Section 7.2 in the event the Proceeding involves acts or omissions of such Person which constitute an intentional breach of this Agreement or gross negligence or willful misconduct on the part of such Person. The rights granted pursuant to this Article VII shall be deemed contract rights, except as provided in Section 5.6 and no amendment, modification or repeal of this Article VII shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to enforce rights to indemnification, the Company shall indemnify any such Indemnitee amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in connection with a Proceeding (this Article VII could involve indemnification for negligence or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersunder theories of strict liability.

Right to Indemnification. Each Subject to the limitations and conditions as provided in this Article VI, 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, 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, she or it a Person of whom he is the legal representative, is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationTBOC, 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 such said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), against all expensefines, liability settlements and loss reasonable expenses (including including, without limitation, attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably actually incurred or suffered by such Indemnitee Person in connection therewith; providedwith such Proceeding, howeverand indemnification under this Article 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 contract rights, thatand no amendment, except as provided in Section 5.6 modification or repeal of this Article VI shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to enforce rights to indemnification, the Company shall indemnify any such Indemnitee amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in connection with a Proceeding (this Article VI could involve indemnification for negligence or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersunder theories of strict liability.

Right to Indemnification. Each Person 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 claim, demand, action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, director or an officer, director or stockholder officer of the Sole Member in its capacity as sole member of the Company, Corporation or is or was serving at the request of the Company Corporation as a director, manager officer, employee or officer agent of another limited liability company, corporation, corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee or officer agent or in any other capacity while serving as an equity holdera director, managerofficer, director employee or officeragent, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationand any other applicable 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 (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewiththerewith (“Indemnifiable Losses”); provided, however, that, except as provided in Section 5.6 5 of this ARTICLE EIGHT with respect to Proceedings to enforce rights to indemnification, the Company Corporation shall indemnify any such Indemnitee pursuant to this Section 2 in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the ManagersBoard of Directors.