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 Person who was or is made The Company shall indemnify, and on ------------------------ request shall advance funds to, the Employee for expenses (including attorneys' fees), judgments, penalties, fines and amounts paid in settlement if the Employee becomes a party to, or is threatened to be made a party to to, any threatened, pending or is otherwise involved in any completed action, suit or proceeding, whether civil, criminal, administrative administrative, investigative or investigative (a “Proceeding”)otherwise, by reason of the fact that he, she or it the Employee (a) 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 employee of the Company, or (b) is or was serving at the request of the Company as a director, manager officer, partner, trustee, employee or officer agent of another 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 in 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 manner and held harmless by the Company, to the fullest extent permitted or required by the Delaware General Corporation Law as if applicable law; provided, however, that the Company were a Delaware corporationshall not indemnify the Employee (a) in any proceeding by or in the right of the Company against such Employee wherein the Employee shall have been adjudged to be liable to the Company; (b) in any proceeding charging improper personal benefit to the Employee, as whether or not involving action in the same exists Employee's official capacity, in which the Employee was adjudged to be liable on the basis that personal benefit was improperly received; or may hereafter be amended (butc) it is established that (i) the act or omission of the Employee was material to the matter giving rise to the proceeding and the act or omission was committed in bad faith or was the result of active and deliberate dishonesty, (ii) the indemnitee actually received an improper personal benefit in money, property or services, or (iii) in the case of any criminal proceeding, the Employee had reasonable cause to believe the act or omission was unlawful. If applicable law is hereafter amended, any such amendment, amendment shall apply to this Agreement only to the extent that such amendment permits broader mandated by law and only as to the activities of the Employee subject to indemnification rights than such law permitted prior pursuant to this subsection 11.1 which occur subsequent to the effective date of 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 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 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 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 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 Subject to the limitations and conditions as provided in this Article VIII, each person or entity (“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 Member, a Manager, an Officer, or an officer, director or stockholder officer of the Sole Member in its capacity as sole member Company or, while an officer of the Company, or 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, sole proprietorship, 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 corporationunder 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 said law permitted the Company to provide prior to such amendment)) against judgments, against all expensepenalties, liability fines, settlements and loss reasonable expenses (including including, without limitation, reasonable attorneys’ fees) actually incurred by such Person in connection with such Proceeding; provided that (a) such Person’s course of conduct was pursued in good faith and believed by him to be in the best interests of the Company and (b) such course of conduct did not constitute gross negligence, 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”)intentional misconduct, or penalties knowing violation of law on the part of such Person and amounts paid otherwise was materially in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 accordance with the terms of this Agreement. Indemnification under this Article VIII shall continue with respect to Proceedings a Person who has ceased to enforce serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to indemnificationthis Article VIII shall be deemed contractual rights, and no amendment, modification or repeal of this Article VIII shall have the Company shall indemnify effect of limiting or denying any such Indemnitee rights with respect to actions taken or Proceedings arising prior to any amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersthis Article VIII could involve indemnification for negligence other than gross negligence.

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 The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”) who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that hehe or she, or a Person for whom he or she or it is the legal representative, 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 Corporation or, while a Director or officer 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, partnership, joint venture, trust entity 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)plans, against all expense, liability and loss suffered and expenses (including including, without limitation, attorneys’ feesfees and expenses, 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 in connection therewith; provided, however, thatCovered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 5.6 11.3 with respect to 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 be required to indemnify any such Indemnitee a Covered Person in connection with a Proceeding (or part thereof) initiated commenced by such Indemnitee Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the ManagersBoard. Any reference to an officer of the Corporation in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterprise.

Right to Indemnification. Each Person who was To the maximum extent permitted under the Act and other applicable law, no Member, Director, or is made a party Officer of this Company shall be personally liable for any debt, obligation 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”), liability of this Company merely by reason of the fact that he, she or it is or was the Sole being a Member, Director or Officer. No Director or Officer of this Company shall be personally liable to this Company or its Members for monetary damages for a Managerbreach of fiduciary duty by such Director or Officer; provided that this provision shall not eliminate or limit the liability of a Director or Officer for any of the following: (i) receipt of an improper financial benefit to which the Director is not entitled; (ii) intentional infliction of harm on the Company or the Members; (iii) liability for receipt or payment of distributions in violation of the articles of organization, this Agreement or the Act; or (iv) an Officerintentional violation of criminal law. To the maximum extent permitted under the Act and other applicable law, the Company, its receiver, or an officerits trustee (in the case of its receiver or trustee, director to the extent of Company Property) shall indemnify, save and hold harmless, and pay all judgments and claims against each Director or stockholder Officer relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such Director or Officer in connection with the Sole Member in its capacity as sole member business of the Company, including reasonable attorneys’ fees incurred by such Director or is Officer in connection with the defense of any action based on any such act or was serving at omission, which attorneys’ fees may be paid as incurred, including all such liabilities under federal and state securities laws as permitted by law. To the request maximum extent permitted under the Act and other applicable law, in the event of any action by a Unit Holder against any Director, including a derivative suit, the Company as a directorshall indemnify, manager or officer save harmless, and pay all costs, liabilities, damages and expenses of another limited liability company, corporation, partnership, joint venture, trust or other enterprisesuch Director, including service with respect to an employee benefit plan (an “Indemnitee”), whether reasonable attorneys’ fees incurred in the basis defense of such Proceeding is alleged action in an official capacity as an equity holderaction. Notwithstanding the foregoing provisions, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, no Director shall be indemnified and held harmless by the Company, Company to the fullest extent permitted prohibited 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 limited (but, in the case of any such amendment, but only to the extent that limited) by the Act. The Company may purchase and maintain insurance on behalf of any Person in such amendment permits broader indemnification rights than such law permitted prior to such amendment), Person’s official capacity against all expense, any liability asserted against 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 Person in connection therewith; providedor arising from that capacity, however, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, whether or not the Company shall would otherwise be required to 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 against the 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, she being or it is or was the Sole Member, having been 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 serving or was serving having served at the request of the Company as a director, manager trustee, 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 proceeding is alleged action or failure to act in an official capacity as an equity holdera director, managertrustee, director officer, employee or officer agent or in any other capacity while serving as an equity holdera director, managertrustee, 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 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 Company to provide broader indemnification rights than such law permitted prior to such amendmentthereto) (as used in this Article 7, the “Delaware Law”), 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, trustee, 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 7.2 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 of Directors of the Company. The right to indemnification conferred in this Article 7 shall be a contract right and shall include the right to be paid by the Company the expenses (including attorneys’ fees) incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that, if the Delaware Law so requires, an Advancement of Expenses incurred by an Indemnitee shall be made only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Article 7 or otherwise.

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 MemberCompany or Affiliate thereof or any of their respective representatives, a Manager, an Officer, 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, 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 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 judgments, penalties (including excise and similar taxes and punitive damages), against all expensefines, liability settlements and loss 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, however, thatthat no Person shall be entitled to indemnification under this Section 7.1 if the Proceeding involves acts or omissions of such Person which constitute an intentional breach of this Agreement or gross negligence 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 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, 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 suit, claim or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he, he or she or it a person of whom he or she is the legal representative 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, limited liability company, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”)plans maintained or sponsored by the Corporation, 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 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 said 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 or to be paid in settlement) reasonably incurred or suffered by such Indemnitee person in connection therewiththerewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, that except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification10.4 of this Article X, the Company Corporation shall indemnify any such Indemnitee person seeking indemnification 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.

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 (hereinafter a "PROCEEDING"), or investigative (any appeal in such a “Proceeding or any inquiry or investigation that could lead to such a Proceeding”), by reason of the fact that hehe or she, or a Person of whom he or she or it is the legal representative, is or was the Sole Membera Unitholder, a Manager, an Manager or Officer, or an officerwhile a Unitholder, director Manager or stockholder of the Sole Member in its capacity as sole member of the Company, or Officer is or was serving at the request of the Company LLC 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, 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 exist 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, 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 ARTICLE VII shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this ARTICLE VII shall be deemed contract rights, thatand no amendment, 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 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 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 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 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 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 administrative, investigative or investigative otherwise (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 Corporation or, while serving as sole member a director or officer of the CompanyCorporation, 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 and advanced expenses by the CompanyCorporation, in accordance with the Bylaws of the 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, except as may be prohibited by applicable law, 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 therewith; providedtherewith and such indemnification shall continue as to an Indemnitee who has ceased to be a director, howeverofficer, thatemployee or agent and shall inure to the benefit of the Indemnitee’s heirs, 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 Managersexecutors and administrators.

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 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 administrative, investigative or investigative otherwise (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, or an officer, director or stockholder officer of the Sole Member in its capacity Corporation or, while serving as sole member a director or officer of the CompanyCorporation, 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 and advanced expenses by the CompanyCorporation, in accordance with the Bylaws of the 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, except as may be prohibited by applicable law, 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 indemnitee in connection therewith; providedtherewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, howeverofficer, thatemployee or agent and shall inure to the benefit of the indemnitee’s heirs, 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 Managersexecutors and administrators.

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 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 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, Manager or Officer (or serves or served as a Manager, an Officer, or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, board or is an officer of a Subsidiary of Holdings LLC or was serving other entity 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, Holdings LLC) shall be indemnified and held harmless in respect thereof (other than in respect of claims by the Company, Holdings LLC or any of its Subsidiaries thereof against an Officer of Holdings LLC or any of its Subsidiaries thereof in such Officer’s capacity as such) by Holdings LLC to the 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 Holdings LLC to provide broader indemnification rights than such said law permitted Holdings LLC to provide prior to such amendment)) against judgments, against all expense, liability and loss (including attorneys’ fees, judgmentspenalties, fines, excise taxes under the Employee Retirement Income Security Act of 1974settlements and reasonable expenses (including reasonable attorneys’ and experts’ fees) actually incurred by such Person in connection with such Proceeding, as amended and as may be further amended from time to time appeal, inquiry or investigation (each an “ERISAIndemnifiable Loss”), if such Person acted in good faith and in a manner the Person reasonably believed to be in the best interests of Holdings LLC or penalties and amounts paid acted as permitted by Section 7.1 hereof and, in settlement) reasonably incurred the case of a criminal proceeding, had no reasonable cause to believe that the conduct was unlawful, in any such case unless such indemnification would be prohibited by the laws of the State of Delaware if Holdings LLC were a corporation or suffered such Indemnifiable Loss shall have been the result of a breach by such Indemnitee Person of any of the provisions of this Agreement or any of the other Transaction Agreements, in connection therewith; providedwhich case such indemnification shall not cover such Indemnifiable Loss to the extent resulting from such breach. Indemnification under this Article VII shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Article VII shall be deemed contract rights, howeverand no amendment, that, 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 Proceedings actions taken, omissions occurring, or Proceedings, appeals, inquiries or investigations arising prior to enforce rights to indemnificationany amendment, the Company shall indemnify any such Indemnitee in connection with a Proceeding (modification or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersrepeal.

Right to Indemnification. (1) 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”"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 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 enterprisethe Corporation, including service with respect to an employee benefit plan (an “Indemnitee”)plans, 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 said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ ' fees, judgments, fines, excise ERISA exercise 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 person in connection therewiththerewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, and administrators, and (2) the Corporation may indemnify and hold harmless in such manner any person who was or is made a party or is threatened to be made a party to a proceeding by reason of the fact that he, she or a person of whom he or she is the legal representative, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or a partnership, joint venture, trust or other enterprise; provided, however, that, that except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnificationB of this Article, the Company Corporation shall indemnify any such Indemnitee person seeking indemnification 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 Corporation. In the event a director or officer of the Corporation shall serve as a director, officer, employee or agent of any corporation, partnership, joint venture, trust or other enterprise in which the Corporation maintains an investment, it shall be conclusively presumed for purposes of the indemnification provided for in subsection (2) above that such service has been undertaken at the request of the Corporation. The foregoing presumption shall apply regardless of whether such director or officer is serving such entity at the request of a third party or that his or her service with such entity was commenced prior to the effectiveness of this article of the certificate of incorporation or prior to his or her becoming an officer or director of the Corporation. The right to indemnification conferred in subsection (1) above shall be a contract right based upon an offer from the Corporation which shall be deemed to be accepted by such person's service or continued service with the Corporation for any period after the adoption of this article of the certificate of incorporation and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees or agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each Person person who was or is made a party to or is threatened to be made a party to or is otherwise involuntarily 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, or an officer, director or stockholder officer of the Sole Member in its capacity as sole member of the CompanyCorporation, or is or was serving (during his or her tenure as director and/or officer) 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 an alleged action or inaction in an official capacity as an equity holder, manager, a director or officer or in any other capacity while serving as an equity holder, manager, a director or officer, 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 corporation(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 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 or to be paid in settlement) reasonably incurred or suffered by such Indemnitee person in connection therewithwith such Proceeding, and such indemnification rights shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, executors and administrators. Such director or officer shall have the right to be paid by the Corporation for expenses incurred in defending any such Proceeding in advance of its final disposition; provided, however, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnificationif the Delaware General Corporation Law (or other applicable law) requires, the Company shall indemnify payment of such expenses in advance of the final disposition of any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee shall be made only if such Proceeding (or part thereof) was authorized upon receipt by the ManagersCorporation of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it should be determined ultimately that he or she is not entitled to be indemnified under this Article or otherwise.

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 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 Subject to the limitations and conditions as provided in this Article IX, each person or entity (“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 Member, a Manager, an Officer, officer or an officer, director or stockholder Manager of the Sole Member in its capacity as sole member Company or, while an officer or Manager of the Company, or 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, sole proprietorship, 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 corporationunder 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 said law permitted the Company to provide prior to such amendment)) against judgments, against all expensepenalties, liability fines, settlements and loss reasonable expenses (including including, without limitation, reasonable attorneys’ fees) actually incurred by such Person in connection with such Proceeding; provided that (a) such Person’s course of conduct was pursued in good faith and believed by him to be in the best interests of the Company and (b) such course of conduct did not constitute gross negligence, 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”)intentional misconduct, or penalties knowing violation of law on the part of such Person and amounts paid otherwise was materially in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 accordance with the terms of this Agreement and the Unitholders Agreement. Indemnification under this Article IX shall continue with respect to Proceedings a Person who has ceased to enforce serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to indemnificationthis Article IX shall be deemed contractual rights, and no amendment, modification or repeal of this Article IX shall have the Company shall indemnify effect of limiting or denying any such Indemnitee rights with respect to actions taken or Proceedings arising prior to any amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersthis Article IX could involve indemnification for negligence other than gross negligence.

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 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 Membera Unitholder, a Manager, an Manager or Officer, or an officerwhile a Unitholder, director Manager or stockholder of the Sole Member in its capacity as sole member of the Company, or Officer 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 Article VII shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Article VII shall be deemed contract rights, thatand no amendment, 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 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 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. 18.1.1. Each Person person who was or is made a party to, or is threatened to be made a party to to, or is otherwise involved in in, any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), including without limitation Proceedings by or in the right of the Corporation to procure a judgment in its favor, by reason of the fact that he, he or she or it a person for whom he or she is the legal representative 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 CompanyCorporation, or is or was serving at the request of the Company Corporation as a directordirector or officer, manager employee or officer agent 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 (an “Indemnitee”)plans, 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 corporationStatute, 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), ) against all expenseexpenses, 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 or to be paid in settlement) reasonably incurred or suffered by such Indemnitee person in connection therewith. Such right shall be a contract right and shall include the right to be paid by the Corporation for expenses incurred in defending any such Proceeding in advance of its final disposition; provided, however, that, except that the payment of such expenses incurred by a director or officer of the Corporation in his or her capacity as provided a director or officer (and not in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee other capacity in connection with a Proceeding (which service was or part thereof) initiated is rendered by such Indemnitee person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of such Proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it should be determined ultimately that such Proceeding (director or part thereof) was authorized by the Managersofficer is not entitled to be indemnified under this section or otherwise.

Right to Indemnification. Each Person The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), any 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 hehe or she, or a person for whom he or she or it is the legal representative, 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 Corporation or, while a director or officer of the CompanyCorporation, or is or was serving at the request of the Company Corporation as a director, manager officer, employee, member, trustee, partner, manager, representative or officer agent of another corporation or of a partnership, limited liability company, corporation, partnership, joint venture, trust trust, enterprise or other enterprisenonprofit entity, including service with respect to an employee benefit plan plans maintained or sponsored by the Corporation (an “Indemnitee”), whether the basis of in such Proceeding is alleged action in an official capacity as an equity holderdirector, officer, employee, member, trustee, partner, manager, director representative or officer agent 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)such, against all expense, liability and loss (including attorneys’ fees, judgments, fines, 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 in connection therewith; provided, howeverif such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, thatand, except as provided in Section 5.6 with respect to Proceedings any criminal action or proceeding, had no reasonable cause to enforce rights to indemnification, the Company believe such person’s conduct was unlawful. The Corporation shall indemnify any such an Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if the initiation of such Proceeding (or part thereof) by the Indemnitee 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 Person who was or is made a party or is threatened to be made a party to or is otherwise involved in In the event that the Company registers any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that heRegistrable Shares under the Securities Act, she or it is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder each Holder of the Sole Member in its capacity as sole member of Registrable Shares so registered will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed or is or was serving at otherwise participated in the request preparation of the registration statement, and each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such of the shares may be sold) (collectively, the "Company Indemnified Parties") from and against any and all losses, claims, damages, expenses or liabilities, individually and not jointly and severally, to which such Holder may become subject under the Securities Act, applicable state securities laws or under any other statute or at common law or otherwise, and, except as a hereinafter provided, will reimburse the Company and each such director, manager officer, underwriter or officer of another limited liability company, corporation, partnership, joint venture, trust controlling person for any legal or other enterpriseexpenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, including service with respect to an employee benefit plan (an “Indemnitee”)insofar as such losses, whether claims, damages, expenses, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the basis of such Proceeding is alleged action registration statement, in an official capacity as an equity holder, manager, director any preliminary or officer amended preliminary prospectus or in any other capacity while serving as an equity holder, manager, director the final prospectus (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, registration statement or prospectus as amended and as may be further amended from time to time (“ERISA”)amended or supplemented) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, but only insofar as any such statement or penalties omission was made in reliance upon and amounts paid in settlement) reasonably incurred or suffered conformity with information furnished in writing to the Company in connection therewith by such Indemnitee in connection therewithHolder expressly for use therein; provided, however, that, except as provided in Section 5.6 with respect that such Holder's obligations hereunder shall be limited to Proceedings an amount equal to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated proceeds received by such Indemnitee only if Holder from Registrable Shares sold in such Proceeding (or part thereof) was authorized by the Managersregistration.

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 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 Subject to the limitations and conditions set forth in this Article XII, 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 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 officer of the Sole Member in its capacity as sole member Company or while a Member, Manager or officer of the Company, or Company is or was serving at the request of the Company as a partner, director, manager officer, manager, member, 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 or other enterprise (an “Indemnitee”a "Covered Person"), 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 therewithwith such Proceeding, and indemnification under this Section 12.1 shall continue as to a Person who has ceased to serve in the capacity that initially entitled such Person to indemnity under this Section. Such actions covered by such indemnification shall include those brought by a Member or the Company. The rights granted pursuant to this Article XII shall be deemed contract rights, and no amendment, modification or repeal of this Article XII shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any such amendment, modification or repeal. IT IS EXPRESSLY ACKNOWLEDGED THAT THE INDEMNIFICATION PROVIDED IN THIS ARTICLE XII COULD INVOLVE INDEMNIFICATION FOR NEGLIGENCE OR UNDER THEORIES OF STRICT LIABILITY; provided, however, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnificationthat notwithstanding the foregoing or any other provision of this Agreement, the Company shall indemnify not provide indemnification to any such Indemnitee Person in connection with respect of any Disabling Conduct. The negative disposition of any Proceeding by judgment, order, settlement, conviction or upon a Proceeding (plea of nolo contendere, or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by its equivalent, shall not, of itself, create a presumption that the ManagersCovered Person acted in a manner contrary to the standard set forth in this Section.

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 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 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 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 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 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 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 Manager or officer 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 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 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 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 Subject to the limitations and conditions 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 or investigative arbitrative (hereinafter, a “Proceeding”), or any appeal in such a Proceeding or 1811258 * Confidential portions of this exhibit have been redacted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended. Redacted portions are indicated with “[****].” 38 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 Officermember of the Board, 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, 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 Section 7.4 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 Section 7.4 shall be deemed contract rights, thatand no amendment, except as provided in modification or repeal of this Section 5.6 with respect to Proceedings to enforce rights to indemnification, 7.4 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 Subject to the limitations and conditions as provided in this Article VI, each Person (an "Indemnified 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 (hereinafter a "Proceeding"), or investigative (any appeal in such a “Proceeding or any inquiry or investigation that could lead to such a Proceeding”), by reason of the fact that hehe or she, or a Person of whom he or she or it is the legal representative, is or was the Sole Membera Unitholder, a Manager, an Manager or Officer, or an officerwhile a Unitholder, director Manager or stockholder of the Sole Member in its capacity as sole member of the Company, or Officer 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 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 attorneys’ ' fees) actually incurred by such Indemnified 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 Indemnified Person to indemnity hereunder; provided that no Indemnified Person shall be indemnified for any judgments, penalties (including excise and similar taxes and punitive damages), fines, excise taxes under settlements or reasonable expenses (including attorneys' fees) actually incurred by such Indemnified Person that are attributable to (i) such Indemnified Person's or its Affiliates' (the Employee Retirement Income Security Act term "Affiliates" excluding, for purposes hereof, the Company's and its Subsidiaries') willful misconduct or intentional breach of 1974this Agreement as determined by a final judgment, as amended order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and as may be further amended from time to time (“ERISA”no appeal has been perfected), or penalties (ii) economic losses or tax obligations incurred by an Indemnified Person as a result of owning Units (the matters described in clauses (i) and amounts paid in settlement) (ii), collectively, the "Non-Indemnifiable Matters"). For purposes of this Section 6.2, "intentional breach" shall mean a material breach that is a consequence of an act undertaken by the breaching party with the actual knowledge that the taking of such act would, or would be reasonably incurred expected to, cause a breach of this Agreement. The rights granted pursuant to this Article VI shall be deemed contract rights, and no amendment, modification or suffered by repeal of this Article VI shall have the effect of limiting or 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 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 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 Person person who was or is made a party party, or is threatened to be made a party to to, or is otherwise involved in in, any action, suit or proceeding, whether civil, criminal, administrative or investigative ("Proceeding"), including, without limitation, Proceedings by or in the right of this Corporation to procure a “Proceeding”)judgment in its favor, by reason of the fact that hehe or she, or a person for whom he or she or it is the legal representative, is or was the Sole Member, a Manager, an Officer, director or an officer, director employee or stockholder agent of the Sole Member in its capacity as sole member of the Companythis Corporation, or is or was serving at the request of the Company this Corporation as a directordirector or officer, manager employee or officer agent 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 (an “Indemnitee”)plans, 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, this Corporation to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if of the Company were a Delaware corporationState of Delaware, 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 this Corporation to provide broader indemnification rights than such said law permitted this Corporation to provide prior to such amendment), ) against all expenseexpenses, 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 amount paid or to be paid in settlement) reasonably incurred or suffered by such Indemnitee person in connection therewith; provided, however, that, except as provided . Such right shall be a contract right and shall include the right to be paid by this Corporation for expenses incurred in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify defending any such Indemnitee Proceeding in connection with advance of its final disposition; PROVIDED, HOWEVER, that the payment of such expenses incurred by a Proceeding director or officer of this Corporation in his or her capacity as a director or officer (and not in any other capacity in which service was or part thereof) initiated is rendered by such Indemnitee person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of such Pro ceeding, shall be made only upon delivery to this Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it should be determined ultimately that such Proceeding (director or part thereof) was authorized by the Managersofficer is not entitled to be indemnified under this section, or otherwise.

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 (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, or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, Governing Board (or any other Applicable Board) or officer of the Company or is or was serving at the request of the Company as a member of the governing board, director, manager officer, employee or officer agent of another limited liability company, company or of a corporation, partnership, joint venture, trust or other enterprise, including including, without limitation, 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 member of the governing board, managerdirector, director officer, employee or officer agent or in any other capacity while serving as an equity holdera member of the governing board, managerdirector, 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 prior to such amendmentthereto), 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 or penalties and as may be further amended from time to time (“ERISA”), amounts paid in settlement) reasonably incurred or excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee indemnitee in connection therewiththerewith and such indemnification shall continue as to an indemnitee who has ceased to be a member of the governing board, 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 12.3 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 by the ManagersGoverning Board.

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 involvement, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceedingproceeding”), by reason of the fact that he, she or it such person 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 Corporation or, while a director or officer of the CompanyCorporation, or is or was serving at the request of the Company Corporation as an employee or agent of the Corporation or as a director, manager officer, partner, member, trustee, administrator, employee or officer agent of another limited liability company, corporation, corporation or of a partnership, joint venture, limited liability company, 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 holder, manager, a director or officer or in any other capacity while serving as an equity holder, manager, a director or officer, 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 the Corporation to provide broader indemnification rights than such law permitted prior to such amendmentthereto), against all expense, liability and loss (including attorneys’ feesfees and related disbursements, 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”), or and any other penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Indemnitee indemnitee in connection therewiththerewith and such indemnification shall continue as to an indemnitee who has ceased to be a director or officer of the Corporation (or has ceased to serve, at the request of the Corporation, as an employee or agent of the Corporation or as a director, officer, partner, member, trustee, administrator, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, including service with respect to an employee benefit plan) and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 5.6 2 of this ARTICLE IV with respect to Proceedings proceedings to enforce rights to indemnificationindemnification or advancement of expenses, 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 in the first instance by the ManagersBoard of Directors of the Corporation. The right to indemnification conferred in this Section 1 of this ARTICLE IV shall be a contract right and shall include the obligation of the Corporation to pay, to the fullest extent permitted by law, the expenses incurred in defending any such proceeding in advance of its final disposition (an “advancement of expenses”); provided, however, that an advancement of expenses incurred by an indemnitee shall be made only upon delivery to the Corporation of an undertaking (an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 1 or otherwise. The Corporation may, by action of its Board of Directors, provide indemnification and advancement of expenses to employees and agents of the Corporation with the same or lesser scope and effect as the foregoing indemnification and advancement of expenses of directors and officers.

Right to Indemnification. Each Person person who was or is made a party party, or is threatened to be made a party to to, or is otherwise involved in in, any action, suit or proceeding, whether civil, criminal, administrative or investigative ("Proceeding"), including, without limitation, Proceedings by or in the right of this Corporation to procure a “Proceeding”)judgment in its favor, by reason of the fact that hehe or she, or a person for whom he or she or it is the legal representative, is or was the Sole Member, a Manager, an Officer, director or an officer, director employee or stockholder agent of the Sole Member in its capacity as sole member of the Companythis Corporation, or is or was serving at the request of the Company this Corporation as a directordirector or officer, manager employee or officer agent 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 (an “Indemnitee”)plans, 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, this Corporation to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if of the Company were a Delaware corporationState of Delaware, 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 this Corporation to provide broader indemnification rights than such said law permitted this Corporation to provide prior to such amendment), ) against all expenseexpenses, 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 amount paid or to be paid in settlement) reasonably incurred or suffered by such Indemnitee person in connection therewith. Such right shall be a contract right and shall include the right to be paid by this Corporation for expenses incurred in defending any such Proceeding in advance of its final disposition; provided, however, that, except that the payment of such expenses incurred by a director or officer of this Corporation in his or her capacity as provided a director or officer (and not in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee other capacity in connection with a Proceeding (which service was or part thereof) initiated is rendered by such Indemnitee person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of such Proceeding, shall be made only upon delivery to this Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it should be determined ultimately that such Proceeding (director or part thereof) was authorized by the Managersofficer is not entitled to be indemnified under this section, or otherwise.

Right to Indemnification. Each Subject to the limitations and conditions as provided herein or by applicable law, 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 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, Company or while a member of the Company is or was serving at the request of the Company Company, as a member, 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 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. The rights granted pursuant to this Article VII shall be deemed contract rights, thatand no amendment, 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 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 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 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 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 (hereinafter a "Proceeding"), or investigative (any appeal in such ---------- a “Proceeding or any inquiry or investigation that could lead to such a Proceeding”), by reason of the fact that hesuch Person, she or it a Person of whom such Person is the legal representative, is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder Member of the Sole Company or while a 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 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 (to the extent of the Company, 's assets and without requiring any additional Capital Contributions not otherwise required by this Agreement) 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 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 therewithwith such Proceeding; providedprovided that (a) such Person's course of conduct was pursued in ------------- good faith and believed by such Person to be in the best interests of the Company and (b) such course of conduct did not constitute gross negligence or willful misconduct on the part of such Person and otherwise was in accordance with the terms of this Agreement. 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 contractual rights, howeverand no amendment, that, 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 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 ------- 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 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 Subject to the limitations and conditions as provided in this Article IX, each person or entity (“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 Member, a Manager, an Officer, officer or an officer, director or stockholder Manager of the Sole Member in its capacity as sole member Company or, while an officer or Manager of the Company, or 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, sole proprietorship, 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 corporationunder 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 said law permitted the Company to provide prior to such amendment)) against judgments, against all expensepenalties, liability fines, 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 therewithwith such Proceeding; providedprovided that (a) such Person’s course of conduct was pursued in good faith and believed by him to be in the best interests of the Company and (b) such course of conduct did not constitute gross negligence, however, that, except as provided intentional misconduct or knowing violation of law on the part of such Person and otherwise was materially in Section 5.6 accordance with the terms of this Agreement. Indemnification under this Article IX shall continue with respect to Proceedings a Person who has ceased to enforce serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to indemnificationthis Article IX shall be deemed contractual rights, and no amendment, modification or repeal of this Article IX shall have the Company shall indemnify effect of limiting or denying any such Indemnitee rights with respect to actions taken or Proceedings arising prior to any amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersthis Article IX could involve indemnification for negligence other than gross negligence.

Right to Indemnification. Each Person person or entity who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) 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 a manager, Member, a Manager, an Officer, Officer or an officer, director or stockholder employee of the Sole Company or, while a manager, 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 directormanager, manager Officer, employee or officer agent of another limited liability companycompany or of a partnership, 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, a manager, director Member, Officer or officer other employee or in any other capacity while serving as an equity holder, a manager, director Member, Officer or officeremployee, 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 and Maryland 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 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 therewiththerewith and such indemnification shall continue as to an Indemnitee who has ceased to be a manager, Member, Officer, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, legal representatives, executors and administrators. The right to indemnification conferred in this Section 10 shall be a contract right and shall include the obligation of the Company to pay the expenses incurred in defending any such Proceeding in advance of its final disposition (an “Advance of Expenses”); provided, however, that, except as provided that in Section 5.6 with respect any case an Advance of Expenses incurred by an Indemnitee shall be made only upon delivery to Proceedings to enforce rights to indemnification, the Company of an undertaking, by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall indemnify any ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified for such expenses under this Section 11 or otherwise. The Company may, by action of its Member, provide indemnification to agents of the Company with the same or lesser scope and effect as the foregoing indemnification of managers, Members, Officers and employees. Any manager, Member, Officer or employee of the Company serving (i) another limited liability company, partnership, corporation, joint venture, trust or other enterprise of which a majority of the equity interests entitled to vote in connection with a Proceeding (the election of its directors or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized the equivalent thereof is controlled by the ManagersCompany, or (ii) any employee benefit plan of the Company or any entity referred to in clause (i), in any capacity shall be deemed to be doing so at the request of the Company.

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 or stockholder Advisory Member of the Sole Member in its capacity as sole member Board of Directors or officer of the Company, corporation or is or was serving at the request of the Company corporation as a director, manager Advisory Member of the Board of Directors, 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, managerAdvisory Member of the Board of Directors, director officer or officer trustee, or in any other capacity while serving as an equity holdera director, managerAdvisory Member of the Board of Directors, 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 the Company were a Delaware corporation(“DGCL”), as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than such law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (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 10.3 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 of the corporation.

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, arbitration 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 Member, a Manager, an Officer, Manager or an officer, director or stockholder Member 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 Manager, director, manager officer, Member, venturer, proprietor, trustee, employee, agent, or officer similar functionary of another foreign or domestic limited liability company, corporation, partnershipmembership, 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, shall enterprise will 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 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 VII will continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Article VII will be deemed contract rights, thatand no amendment, except as provided in Section 5.6 modification or repeal of this Article VII will 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 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 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 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, Officer or an officer, director or stockholder of the Sole Member in its capacity as sole member other employee of the Company, or while a Member, Manager, Officer or employee 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 corporationDLLCA, 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 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 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 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 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), 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, 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 who was or is made a party or is threatened The Company shall to be made a party the fullest extent permitted by Law, indemnify, defend, and hold harmless the Member, each of the Managers and each Officer (all such indemnified persons being referred to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a as “ProceedingIndemnified Persons”), from any liability, loss, or damage incurred by the Indemnified Person by reason of any act performed or omitted to be performed by the Indemnified Person in connection with the business of the Company (including by reason of the fact that he, 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 such Person is or was serving or has agreed to serve at the request of the Company as a director, manager officer, employee or officer agent of another corporation, partnership, limited liability company, corporation, partnership, joint venture, trust or other enterprise) and from liabilities or obligations of the Company or the Member imposed on such Indemnified Person by virtue of any such Person’s status as an Indemnified Person, including service provided, that if the liability, loss, damage or claim arises out of any action or inaction of an Indemnified Person, indemnification under this Section 5.03 shall be available (i) with respect to any Indemnified Person other than an employee benefit plan Officer, the Special Independent Manager or an Independent Manager, unless such action or inaction constituted fraud or a willful material breach of such Person’s obligations under this Agreement and (ii) with respect to any Officer (including the CEO, when acting as an “Indemnitee”Officer or as a Manager), whether the basis Special Independent Manager or any Independent Manager, only if the Indemnified Person, at the time of such Proceeding action or inaction, reasonably determined that his or her course of conduct was in, or not opposed to, the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. Without the prior written consent of the Cleco Power Board, acting by Board Special Consent, no Indemnified Person shall be entitled to indemnification hereunder with respect to a proceeding initiated by such Indemnified Person or with respect to a proceeding between such Indemnified Person on the one hand and any of the Company or its Subsidiaries on the other (other than a proceeding to enforce such Indemnified Person's rights under this Section 5.03 or a proceeding seeking a finding of no liability with respect to a matter that otherwise could give rise to a claim for indemnification under this Section 5.03). In addition, and notwithstanding the foregoing, without the prior written consent of the Cleco Power Board, acting by Board Special Consent, no Indemnified Person shall be indemnified for any expenses, liabilities and losses suffered that are attributable to actions or omissions by such Indemnified Person or its Affiliates to the extent the act or omission was attributable to such Indemnified Person’s or its Affiliates’ breach of the implied covenant of good faith and fair dealing, as determined by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is alleged action not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). For purposes of avoiding doubt, the Company’s indemnification obligations as set forth in an official this Section 5.03 shall not extend or be applicable to actions or omissions of a Manager or Officer when acting in his or her capacity as an equity holdera manager, managerofficer, director or officer or in any other capacity while serving as an equity holderagent of the Member, 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 indemnificationCleco Group, the Company shall indemnify any such Indemnitee in connection with a Proceeding (Partnership or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the ManagersGeneral Partner.

Right to Indemnification. Each Person The Corporation shall indemnify any person who was or is made a party involved in or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”)investigative, by reason of the fact that he, he or she or it is or was a director, officer or employee of the Sole MemberCorporation, or, while serving as a Manager, an Officer, or an officer, 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 (including, without limitation, a trustee), employee or officer agent of another corporation, limited liability company, corporation, partnership, joint venture, trust or other enterpriseenterprise (such person, including service with respect to an employee benefit plan (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, 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 amendmentamendment and unless applicable law otherwise requires, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expenseclaims, liability and loss (including attorneys’ feesliabilities, losses, damages, 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 and expenses (including, without limitation, attorneys’ fees), reasonably incurred or suffered by such Indemnitee him or her in connection therewith; providedwith such action, however, thatsuit or proceeding. Notwithstanding the foregoing, except as provided in Section 5.6 7 of this Article IV with respect to Proceedings proceedings to enforce rights to indemnificationindemnification and advancement of expenses, the Company Corporation shall indemnify any such Indemnitee an indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee the indemnitee, if and only if such Proceeding the Board authorized the bringing of the action, suit or proceeding (or part thereof) was authorized by in advance of the Managerscommencement of the proceeding.

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 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 the limitations and conditions in this Agreement or under Laws, each Indemnitee 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 any appeal in a Proceeding or stockholder of the Sole Member in its capacity as sole member of the Company, any inquiry or is or was serving at the request of investigation that could lead to a Proceeding will be indemnified by 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 full 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, but in the case of any such amendment, only to if the extent that such amendment permits the Company to provide broader indemnification rights than such law the Law permitted prior the Company to such provide before the amendment), against all expensejudgments, liability penalties (including excise and loss similar taxes and punitive damages), fines, amounts paid in settlements, and reasonable expenses (including attorneys’ and experts’ fees) actually incurred by the Indemnitee because of the Proceeding, judgmentsand indemnification under this Article 7 will continue as to an Indemnitee who has ceased to serve in the capacity which initially entitled the Indemnitee to indemnity hereunder for any liabilities and damages related to and arising from the Indemnitee’s activities while acting in that capacity. The rights granted under this Article 7 will be deemed contract rights, finesand no amendment, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”)modification, or penalties and amounts paid in settlementrepeal of this Article 7 will limit or deny any rights regarding actions taken or Proceedings arising before the amendment, modification or repeal. IT IS EXPRESSLY ACKNOWLEDGED THAT THE INDEMNIFICATION PROVIDED IN THIS Article 7 COULD INVOLVE INDEMNIFICATION FOR NEGLIGENCE (REGARDLESS OF WHETHER ARISING FROM ANY ACT OR OMISSION WHICH CONSTITUTED SOLE, PARTIAL OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) 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 thereofOF THE INDEMNITEE) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the ManagersOR UNDER THEORIES OF STRICT LIABILITY.

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 To the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, but subject to the limitations set forth in Section 8.4, the Corporation shall indemnify and hold harmless each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he, she or it they 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 Corporation or, while a director or officer of the CompanyCorporation, 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 trust, other enterprise or other enterprisenonprofit entity, 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, manager, director or officer, shall be indemnified and held harmless by the Company, to the fullest extent permitted employee 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 expense, liability and loss suffered and expenses (including including, without limitation, attorneys’ fees, judgments, fines, excise taxes under the Employee Employment Retirement Income Security Act of 1974, as amended 1974 excise taxes and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) (except in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation, unless otherwise permitted by applicable law) reasonably incurred or suffered by such Indemnitee in connection therewithwith such proceeding; provided, however, that, except as provided in Section 5.6 8.3 with respect to Proceedings proceedings to enforce rights to indemnificationindemnification and advancement of expenses (as defined below), the Company Corporation shall indemnify any such and advance expenses to an 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. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

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 administrative, investigative or investigative otherwise (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 Corporation or, while serving as sole member a director or officer of the CompanyCorporation, 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 and advanced expenses by the CompanyCorporation, in accordance with the Bylaws of the 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, except as may be prohibited by applicable law, 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 therewith; providedtherewith and such indemnification shall continue as to an Indemnitee who has ceased to be a director, howeverofficer, thatemployee or agent and shall inure to the benefit of the Indemnitee’s heirs, 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 Managersexecutors and administrators.

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 or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”"proceeding"), by reason of the fact that he, she or it a person for whom he is the legal representative, is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder officer of the Sole Member in Company or any of its capacity as sole member of the Company, subsidiaries (including nominees and designees who have not yet taken office) or is or was serving at the request of the Company (including any person who has not been duly elected or appointed) 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 plans (an “the "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, Company to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if the Company were a Delaware corporation("GCL"), as the same exists presently existing or as it 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 GCL permitted the Company to provide prior to such amendment), against any and all expenseexpenses, liability and loss (including attorneys’ 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”), amounts paid in connection with any arbitration or penalties investigation and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Indemnitee person in connection therewith.. Indemnitee's rights hereunder shall be contract rights and shall include the right to be paid by the Company for expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, thatthat the payment of such expenses incurred by an Indmenitee in advance of the final disposition of such proceeding, except as provided in Section 5.6 with respect shall be made only upon delivery to Proceedings to enforce rights to indemnification, the Company of an undertaking in a form satisfactory to counsel for the Company, by or on behalf of such Indemnitee, to repay all amounts so advanced if it should be ultimately determined that guch Indemnitee is not entitled to be indemnified under this provision or otherwise. For purposes of this provision the term Company shall indemnify include any such Indemnitee in connection with a Proceeding (resulting or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersconstitutent entities.

Right to Indemnification. Each Person Subject to the limitations and conditions as provided in this Article, 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 (hereinafter a "Proceeding"), or investigative (any appeal in such a “Proceeding or any inquiry or investigation that could lead to such a Proceeding”), by reason of the fact that he, she or it such person 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 such person is or was serving at the request legal representative, director, officer, partner, trustee, employee, agent, or similar functionary of a Member 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”"Indemnified Person"), 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, judgmentspunitive 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 Indemnified Person in connection therewith; providedwith such Proceeding, howeverprovided it is not determined in such Proceeding that the liability of such Indemnified Person is due to gross negligence or willful misconduct, thatand indemnification under this Article shall continue as to an Indemnified Person who has ceased to serve in the capacity which initially entitled such Indemnified Person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights, except as provided in Section 5.6 and no amendment, modification or repeal of this Article 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 Article 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”"proceeding"), by reason of the fact that he, she or it such person 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 director or officer of another limited liability company, corporation, or as a controlling person 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 holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officerplans, 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 broader indemnification rights than such law permitted prior to such amendment), against all expenseexpenses, 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 person in connection therewith; therewith and such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of such person's heirs, executors and administrators: provided, however, that, that except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification7.2, the Company corporation shall indemnify any such Indemnitee person seeking indemnity in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee person only if (a) such Proceeding indemnification is expressly required to be made by law or by the Certificate of Incorporation, (b) the proceeding (or part thereof) was authorized by the ManagersBoard of Directors of the corporation, (c) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the Delaware General Corporation Law, or (d) the proceeding (or part thereof) is brought to establish or enforce a right to indemnification or advancement under an indemnity agreement or any other statute or law or otherwise as required under Section 145 of the Delaware General Corporation Law. The rights hereunder shall be contract rights and shall include the right to be paid expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that the payment of such expenses incurred by a director or officer of the corporation in such person's capacity as a director or officer in advance of the final disposition of such proceeding, shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it should be determined by judicial decision that such director or officer is not entitled to be indemnified under this section or otherwise. SECTION 7.02.

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 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 person who was or is made a party or is threatened to be made a party to to, or was or is otherwise involved in in, any action, suit suit, arbitration, alternative dispute mechanism, inquiry, judicial, administrative or legislative hearing, investigation or any other threatened, pending or completed proceeding, whether brought by or in the right of the Corporation or otherwise, including any and all appeals, whether of a civil, criminal, administrative administrative, legislative, investigative or investigative other nature (hereinafter a “Proceedingproceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, director or an officer, officer of the Corporation or while a director or stockholder officer of the Sole Member in its capacity as sole member of the Company, or Corporation 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 or by reason of such Proceeding is alleged action in an official capacity as an equity holder, manager, director anything done or officer not done by him or her in any other capacity while serving as an equity holder, manager, director or officersuch capacity, 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, 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 settlementsettlement by or on behalf of the indemnitee) actually and reasonably incurred or suffered by such Indemnitee indemnitee in connection therewith; provided, however, that, except as otherwise required by law or provided in Section 5.6 6.3 with respect to Proceedings proceedings to enforce rights to indemnificationunder this Article VI, the Company Corporation shall indemnify any such Indemnitee indemnitee in connection with a Proceeding (proceeding, or part thereof) , initiated by such Indemnitee indemnitee (including claims and counterclaims, whether such counterclaims are asserted by (i) such indemnitee, or (ii) the Corporation in a proceeding initiated by such indemnitee) only if such Proceeding (proceeding, or part thereof) , was authorized or ratified by the ManagersBoard of Directors.

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 -3 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, 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, 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, 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 Person who was or is made a party or is threatened The Company shall to be made a party the fullest extent permitted by Law, indemnify, defend, and hold harmless the Member, each of the Managers and each Officer (all such indemnified persons being referred to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a as “ProceedingIndemnified Persons”), from any liability, loss, or damage incurred by the Indemnified Person by reason of any act performed or omitted to be performed by the Indemnified Person in connection with the business of the Company (including by reason of the fact that he, 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 such Person is or was serving or has agreed to serve at the request of the Company as a director, manager officer, employee or officer agent of another corporation, partnership, limited liability company, corporation, partnership, joint venture, trust or other enterprise) and from liabilities or obligations of the Company or the Member imposed on such Indemnified Person by virtue of any such Person’s status as an Indemnified Person, including service provided, that if the liability, loss, damage or claim arises out of any action or inaction of an Indemnified Person, indemnification under this Section 5.03 shall be available (i) with respect to any Indemnified Person other than an employee benefit plan (an “Indemnitee”)Officer or Independent Manager, whether the basis unless such action or inaction constituted fraud or a willful material breach of such Proceeding Person’s obligations under this Agreement and (ii) with respect to any Officer (including the CEO, when acting as an Officer or as a Manager) or any Independent Manager, only if the Indemnified Person, at the time of such action or inaction, reasonably determined that his or her course of conduct was in, or not opposed to, the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. Without the prior written consent of the Cleco Holdings Board, acting by Board Special Consent, no Indemnified Person shall be entitled to indemnification hereunder with respect to a proceeding initiated by such Indemnified Person or with respect to a proceeding between such Indemnified Person on the one hand and any of the Company or its Subsidiaries on the other (other than a proceeding to enforce such Indemnified Person's rights under this Section 5.03 or a proceeding seeking a finding of no liability with respect to a matter that otherwise could give rise to a claim for indemnification under this Section 5.03). In addition, and notwithstanding the foregoing, without the prior written consent of the Cleco Holdings Board, acting by Board Special Consent, no Indemnified Person shall be indemnified for any expenses, liabilities and losses suffered that are attributable to actions or omissions by such Indemnified Person or its Affiliates to the extent the act or omission was attributable to such Indemnified Person’s or its Affiliates’ breach of the implied covenant of good faith and fair dealing, as determined by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is alleged action not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). For purposes of avoiding doubt, the Company’s indemnification obligations as set forth in an official this Section 5.03 shall not extend or be applicable to actions or omissions of a Manager or Officer when acting in his or her capacity as an equity holdera manager, managerofficer, 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 agent of 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 indemnificationMember, the Company shall indemnify any such Indemnitee in connection with a Proceeding (Partnership or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the ManagersGeneral Partner.

Right to Indemnification. Each Subject to the limitations and conditions as provided in this Article IX, 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 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 Member, a Manager, an Officer, Member or an officer, director or stockholder Manager 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, 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 enterprise (each such Person 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 corporationTLLCA, 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 would permit the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), against all expenseany judgments, liability fines, penalties, losses, damages, settlements, and loss reasonable costs and 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 in connection therewith; provided, however, thatwith such Proceeding and for which such Indemnitee has not otherwise been reimbursed, except as provided in Section 5.6 with respect to Proceedings any matter in which the Indemnified Party has been determined in a final, non-appealable finding to enforce have acted in bad faith or in a manner constituting gross negligence or willful misconduct. The rights granted pursuant to indemnificationthis Article IX shall be deemed contract rights, and no amendment, modification, or repeal of this Article IX shall have the Company shall indemnify effect of limiting or denying any such Indemnitee in connection rights with a Proceeding (respect to actions taken or part thereof) initiated by Proceedings arising prior to any such Indemnitee only if such Proceeding (amendment, modification, or part thereof) was authorized by the Managersrepeal.

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 party, witness, or otherwise), in any threatened, pending, or completed action, suit suit, or proceeding, whether civil, criminal, administrative administrative, or investigative (hereinafter 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 Membera director, a Managerofficer, an Officeremployee, or an officer, director 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 trust, or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”)plans, whether the basis of such the 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 a director, officer, employee, or agent (hereafter an equity holder, manager, director or officer“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 or interpreted (but, in the case of any such amendmentamendment or interpretation, only to the extent that such amendment or interpretation permits the corporation to provide broader indemnification rights than such law were permitted prior to such amendment), thereto) against all expenseexpenses, liability 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, and any interest, assessments, or other charges imposed thereon, and any federal, state, local, or foreign taxes imposed on any Agent as a result of the actual or deemed receipt of any payments under this Article) reasonably incurred or suffered by such Indemnitee person in connection therewithwith investigating, defending, being a witness in, or participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding (hereinafter “Expenses”); provided, however, that, that except as provided in Section 5.6 with respect to Proceedings actions to enforce indemnification rights pursuant to indemnificationSection 9.3 of this Article, the Company corporation shall indemnify any such Indemnitee Agent seeking indemnification in connection with a Proceeding (or part thereof) initiated by such Indemnitee person only if such the Proceeding (or part thereof) was authorized by the ManagersBoard of Directors of the corporation. The right to indemnification conferred in this Article shall be a contract right.

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 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 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 (hereinafter a "PROCEEDING"), or investigative (any appeal in such a “Proceeding or any inquiry or investigation that could lead to such a Proceeding”), by reason of the fact that hesuch Person, she or it a Person of whom such Person is the legal representative, is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder Member of the Sole Company or while a 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 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 (to the extent of the Company, 's assets and without requiring any additional Capital Contributions not otherwise required by this Agreement) 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 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 therewithwith such Proceeding; providedPROVIDED THAT (a) such Person's course of conduct was pursued in good faith and believed by such Person to be in the best interests of the Company and (b) such course of conduct did not constitute gross negligence or willful misconduct on the part of such Person and otherwise was in accordance with the terms of this Agreement. 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 contractual rights, howeverand no amendment, that, 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 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 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 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 a Member, a Manager, an Officer, or an officer, 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 directorMember, manager director or officer Officer, 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 holder, managera Member, director or officer Officer 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 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 18(d) of this Agreement with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee pursuant to this Section 18(a) in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the ManagersMember.