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 involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation The Company may indemnify to the fullest extent authorized permitted by the Delaware General Corporation Law, as the same exists or Act all persons whom it may hereafter be amended (but, indemnify pursuant thereto and in the case of any such amendment, manner prescribed thereby. The Company shall pay the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss expenses (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred an indemnitee in defending any such proceeding in advance of its final disposition; provided, however, that, that if the Delaware General Corporation Law ----------------- requires, Act requires the payment of such expenses incurred by a director current, former or proposed manager or officer in his or her capacity as a director manager or officer or proposed manager or officer (and not in any other capacity in which service was or is or has been agreed to be rendered by such person while a director manager or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding proceeding, such expenses shall he made be paid by the Company in advance only upon delivery to the Corporation Company of an undertaking, by or on behalf of such director or officerindemnified person, to repay all amounts so advanced if it shall ultimately be determined that such director or officer indemnified person is not entitled to be indemnified under this section Article or otherwise. Notwithstanding anything to the contrary in this Section 7.02, no person shall be entitled to indemnification hereunder unless it is found (in the manner described below in this Section 7.02) that, with respect to the matter for which such person seeks indemnification, such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The Corporation maytermination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. The finding of the standard of conduct required above shall be made (a) by a majority vote of all of the managers who are not parties or affiliates of parties to such action, suit or proceeding even though less than a quorum, or (b) if there are no such managers, or if such managers so direct, by action independent legal counsel in a written opinion or (c) by the Member (unless the Member is a party or affiliate of its board of directorsa party to such action, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officerssuit or proceeding).

Right to Indemnification. Each person who was or If Participant is made a ------------------------ party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he is or shewas an Officer and/or Fiduciary or, or a person for whom he or she is the legal representativewhile an Officer and/or Fiduciary, is or was a director serving as an officer, director, employee or officer agent of any subsidiary of the Corporation Company (or otherwise is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, Company including service with respect to any employee benefit plansplan), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee an Officer or agent Fiduciary or in any other capacity while serving as a directoran Officer and/or Fiduciary, officer, employee or agent, he shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized permitted by the Delaware General Corporation LawLaw of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law permitted the Corporation Company to provide prior to such amendment), or by other applicable law as then in effect, against all expense, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person him in connection therewith and such indemnification shall continue as to a person who after Participant has ceased to be an Officer and/or a director, officer, employee or agent Fiduciary and shall inure to the benefit of his or her Participant’s heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, that except as provided in Section (B)(2) ----------------- 2 of this ArticleAgreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Corporation Company shall be required to indemnify any such person seeking indemnification Participant in connection with a proceeding (or part thereof) initiated by Participant only if such proceeding (or part thereof) was authorized by the board Board of directors Directors of the CorporationCompany (the “Board”). The right to indemnification conferred in this section shall be a contract right and Agreement shall include the right to be paid by the Corporation corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final dispositiondisposition (hereinafter an “advancement of expenses”); further provided, however, that, if the Delaware General Corporation Law ----------------- of the State of Delaware requires, the payment an advancement of such expenses incurred by a director or officer Participant in his or her capacity as an Officer and/or a director or officer Fiduciary (and not in any other capacity in which service was or is rendered by such person Participant while an Officer and/or a director or officerFiduciary, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he be made only upon delivery to the Corporation Company of an undertaking, if permitted by Federal Law, by or on behalf of such director or officerParticipant, to repay all amounts so advanced if it shall ultimately be determined that such director or officer he is not entitled to be indemnified under this section Agreement, or otherwise. The Corporation may, and provided further that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or an advancement of expenses, the Company shall be required to advance expenses to Participant in connection with a proceeding initiated by action of its board of directors, provide indemnification to employees and agents of him only if such proceeding was authorized by the Corporation with the same scope and effect as the foregoing indemnification of directors and officersBoard.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, she or a person for of whom he or she is the legal representative, is or was or has agreed to become a director or officer of the Corporation or is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee director or agent officer or in any other capacity while serving or having agreed to serve as a director, director or officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawDGCL, as the same exists or may hereafter be amended amended, (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), ) against all expense, liability and loss (including without limitation, attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent serve in the capacity which initially entitled such person to indemnity hereunder and shall inure to the benefit of his or her heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, that the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof), other than a proceeding (or part thereof) brought under Section 3 of this Article VI, initiated by such person or his or her heirs, executors and administrators only if such proceeding (or part thereof) was authorized by the board Board of directors of the CorporationDirectors. The right to indemnification conferred in this section Article VI shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- DGCL requires, the payment of such expenses incurred by a current, former or proposed director or officer in his or her capacity as a director or officer or proposed director or officer (and not in any other capacity in which service was or is or has been agreed to be rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding proceeding, shall he be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officerindemnified person, to repay all amounts so advanced if it shall ultimately be determined that such director or officer indemnified person is not entitled to be indemnified under this section Section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, or a person for of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawLaw of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless fullest extent permitted by law, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section paragraph (B)(2b) ----------------- of this Articlehereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board of directors of the CorporationBoard. The right to indemnification conferred in this section Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding proceeding, shall he 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 Section or otherwise. The Corporation may, by action of its board of directorsthe Board, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person 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 involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing (hereinafter “Proceeding”), or any appeal in such a "Proceeding or any inquiry or investigation that could lead to such a Proceeding"), by reason of the fact that he or shesuch Person, or a person for whom he or she Person of which such Person is the legal representative, is or was a director Member, a Director or officer of the Corporation or is or was serving at the request of the Corporation as Officer or, in each case, a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, representative thereof shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized permitted by the Delaware General Corporation Lawapplicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law permitted the Corporation 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, ERISA excise taxes settlements and reasonable expenses (including, without limitation, reasonable attorneys’ and experts’ fees) actually incurred by such Person in connection with such Proceeding, appeal, inquiry or penalties investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, intentional misconduct or, in the case of the Sole Member, willful breach of this Agreement or, in the case of any Director or Officer, knowing and amounts paid intentional breach of this Agreement or (b) in the case of an Officer, such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s failure to act in good faith and in a manner reasonably believed to be paid in settlement) reasonably incurred or suffered by not opposed to the best interests of the Company or other failure to comply with such person in connection therewith and Officer’s duties pursuant to Section 5.6(d), or such indemnification Officer had reasonable cause to believe his or her conduct was unlawful. Indemnification under this ARTICLE VIII shall continue as to a person 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, including the rights to advancement granted under Section 8.3, shall be a directordeemed contract rights, officerand no amendment, employee modification or agent and repeal of this ARTICLE VIII shall inure have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided the Persons identified above acting in Section (B)(2) ----------------- of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (capacities described above and not in any other capacity in which service was capacity. The Persons identified above must first seek recovery under any other indemnity or is rendered any insurance policies provided by such person while a director or officer, including, without limitation, service to an employee for the benefit plan) in advance of the final disposition of a proceeding shall he made Partnership or its Subsidiaries or Minority Subsidiaries (or their respective directors, officers, employees, agents or representatives) by which such Persons are indemnified or covered, as the case may be, but only upon delivery to the Corporation extent that the indemnitor with respect to such indemnity or the insurer with respect to such insurance policy provides (or acknowledges its obligation to provide) such indemnity or coverage on a timely basis, as the case may be. In the event of an undertakingindemnification under this ARTICLE VIII, by or on behalf the Company shall be subrogated to the extent of such director or officer, payment to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with rights of recovery of the same scope Persons identified above, who shall execute all papers required and effect as shall do everything that may be necessary to secure such rights, including the foregoing indemnification execution of directors and officerssuch documents necessary to enable the Company effectively to bring suit to enforce such rights.

Right to Indemnification. Each person To the fullest extent permitted by applicable law, the Company shall indemnify each Person who was has been or is made a ------------------------ party or is threatened to be made a party to any threatened, pending or is involved in any completed action, suit or proceeding, whether civil, criminal, administrative administrative, investigative or investigative appellate (hereinafter a "Proceeding")regardless of whether such action, suit or proceeding is by or in the right of the Company or by third parties) by reason of the fact that he or she, or a person for whom he or she is the legal representative, such Person is or was a director Member or officer Manager of the Corporation Company, or is or was serving at the request of the Corporation Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent officer or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case comparable position of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), Other Enterprise against all expense, liability liabilities and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officerexpenses, including, without limitation, service judgments, amounts paid in settlement, attorneys’ fees, excise taxes or penalties, fines and other expenses, actually and reasonably incurred by such Person in connection with such action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding), if such Person discharged such Person’s duties in good faith and in a manner such Person reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, if such Person had no reasonable cause to believe that such Person’s conduct was unlawful; provided, however, that the Company shall not be required to indemnify or advance expenses to any Person from or on account of such Person’s conduct that was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct; provided, further, that the Company shall not be required to indemnify or advance expenses to any Person in connection with an employee benefit plan) action, suit or proceeding initiated by such Person unless the initiation of such action, suit or proceeding was authorized in advance by the Member; provided, further, that a Member or Manager shall be indemnified hereunder only for those actions taken or omitted to be taken by such Member or Manager in connection with the management of the final disposition business and affairs of a proceeding shall he made only upon delivery the Company or any Other Enterprise and that the provisions of this Section 5.12 are not intended to extend indemnification to the Corporation Member or any Manager for any actions taken or omitted to be taken by the Member or Manager in any other connection, including, but not limited to, any other express obligation of an undertakingthe Member or Manager undertaken in this Agreement. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or on behalf under a plea of such director nolo contendere or officerits equivalent, to repay all amounts so advanced if it shall ultimately be determined not, of itself, create a presumption that such director or officer is Person seeking indemnification did not entitled discharge such Person’s duties in good faith and in a manner such Person reasonably believed to be indemnified under this section in or otherwise. The Corporation may, by action of its board of directors, provide indemnification not opposed to employees and agents the best interests of the Corporation Company, that such Person had reasonable cause to believe that such Person’s conduct was unlawful with the same scope and effect as the foregoing indemnification of directors and officersrespect to any criminal action or proceeding, or that such Person’s conduct was knowingly fraudulent, deliberately dishonest or willful misconduct.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee director or agent officer of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plansplans (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee director or agent officer or in any other capacity while serving as a director, officer, employee director or agent, officer shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said 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 or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person indemnitee in connection therewith and such indemnification shall continue as to a person an indemnitee who has ceased to be a director, officer, employee director or agent officer and shall inure to the benefit of his or her the indemnitee’s heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section (B)(2) ----------------- 8.02 of this ArticleArticle VIII with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such person seeking indemnification 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 Board of directors Directors of the Corporation. The right to indemnification conferred in this section Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final dispositiondisposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment an advancement of such expenses incurred by a director or officer an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officerindemnitee, including, including without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officerindemnitee, 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 that such director or officer indemnitee is not entitled to be indemnified for such expenses under this section Article VIII or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersotherwise (hereinafter an “undertaking”).

Right to Indemnification. Each person who was or If Indemnitee is made a ------------------------ party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, Indemnitee is or was a director Director or officer an Officer of the Corporation Company (or of any subsidiary of the Company) or is or was serving at the request of the Corporation as a director, officer, employee Company or agent of another corporation or of a partnership, joint venture, trust or other enterprisethe Board, including service with respect to any employee benefit plansplan or any subsidiary of the Company, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee Director or agent an Officer or in any other capacity while serving as a directorDirector or an Officer, officer, employee or agent, Indemnitee shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized permitted by Section 18-108 of the Delaware General Corporation LawLimited Liability Company Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law permitted the Corporation Company to provide prior to such amendment), or by other applicable law as then in effect, against all expense, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person Indemnitee in connection therewith and such indemnification shall continue as to a person who after Indemnitee has ceased to be a director, officer, employee Director or agent an Officer and shall inure to the benefit of his or her Indemnitee’s heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, that except as provided in Section (B)(2) ----------------- 2 of this ArticleAgreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Corporation Company shall be required to indemnify any such person seeking indemnification Indemnitee in connection with a proceeding (or part thereof) initiated by Indemnitee only if such proceeding (or part thereof) was authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersBoard.

Right to Indemnification. Each person who was The Company shall defend, indemnify and hold harmless the Indemnitee from and against any and all Damages asserted against or is made a ------------------------ party suffered or is threatened to be made a party to incurred by the Indemnitee in connection with any Claim brought by any Person, including any Third Party, in respect of, relating to, or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"), by reason of the fact that he or she, or a person for whom he or she is the legal representative, Indemnitee is or was a director director, officer, manager, employee, agent or officer representative of the Corporation Company or is or was serving at the request of the Corporation Company as a director, officer, manager, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plansPerson, whether the basis of such proceeding Claim is alleged action or inaction in an official capacity as a director, officer, employee manager, employee, agent or agent representative or in any other capacity while serving as a director, officer, employee manager, employee, agent or agentrepresentative, shall be indemnified and held harmless by the Corporation to the fullest extent authorized permitted by the Delaware General Corporation Lawapplicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendmentthereto), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who after the Indemnitee has ceased to be a director, officer, employee manager, employee, agent or agent representative and shall inure to the benefit of his or her the Indemnitee’s heirs, executors, administrators trustees and personal representativesadministrators; provided, however, that, except as provided in Section (B)(2) ----------------- 4 hereof with respect to proceedings to enforce rights to indemnification and advancement of this ArticleDefense Costs, the Corporation Company shall indemnify any such person seeking indemnification the Indemnitee in connection with a proceeding any Claim (or part thereof) initiated by the Indemnitee only if such Claim (or part thereof) was authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersCompany.

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 involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative arbitrative (hereinafter a "Proceeding"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or shesuch Person, or a person for whom he or she Person of which such Person is the legal representative, is or was a director Member, Advisor or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized permitted by the Delaware General Corporation Lawapplicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law permitted the Corporation 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, ERISA excise taxes or penalties settlements and amounts paid or to be paid in settlementreasonable expenses (including, without limitation, reasonable attorneys' fees and expenses) reasonably actually incurred or suffered by such person Person in connection therewith with such Proceeding, appeal, inquiry or investigation, and such indemnification under this Article 8 shall continue as to a person Person who has ceased to be a director, officer, employee or agent and shall inure serve in the capacity which initially entitled such Person to the benefit of his or her heirs, executors, administrators and personal representativesindemnity hereunder; provided, howeverthat such Person shall be entitled to indemnification hereunder only if such Person acted in good faith and in a manner such Person reasonably believed to be in or not opposed to the best interest of the Company. The rights granted pursuant to this Article 8 shall be deemed contract rights, thatand no amendment, except as provided in Section (B)(2) ----------------- modification or repeal of this Article, Article 8 shall have the Corporation shall indemnify effect of limiting or denying any such person seeking indemnification in connection rights with a proceeding (respect to actions taken or part thereof) authorized by the board of directors of the Corporation. The right Proceedings, appeals, inquiries or investigations arising prior to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; providedamendment, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director modification 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 he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersrepeal.

Right to Indemnification. Each person who was or is made a ------------------------ party or party, is threatened to be made a party to to, or is otherwise involved in in, as a witness or otherwise, any threatened, pending or completed action, suit or proceedingproceeding (brought in the right of the Corporation or otherwise), whether civil, criminal, administrative or investigative and whether formal or informal, including any and all appeals (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was or has agreed to become a director or an officer of the Corporation, or while serving as a director or officer of the Corporation or Corporation, is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation or of a corporation, limited liability company, partnership, joint venture, trust trust, employee benefit plan or other enterpriseenterprise (each, including service with respect a “Person”), or by reason of any action alleged to employee benefit plans, whether the basis of have been taken or omitted by such proceeding is alleged action person in an official any such capacity or in any other capacity while serving or having agreed to serve as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent(hereinafter an “indemnitee”), shall be indemnified and held harmless by the Corporation to the fullest extent authorized permitted by the Delaware General Corporation LawDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said law the DGCL permitted the Corporation to provide prior to such amendment), from and against all expenseloss and liability suffered and expenses (including, liability without limitation, attorneys’ fees, costs and loss (including attorneys' feesexpenses), judgments, fines, fines ERISA excise taxes or penalties and amounts paid or to be paid in settlement) settlement actually and reasonably incurred by or on behalf of an indemnitee in connection with such action, suit or proceeding, including any appeals or suffered by such person indemnitee in connection therewith and such indemnification shall continue as to a person an indemnitee who has ceased to be a director, officer, employee or agent serve in the capacity which initially entitled such indemnitee to indemnity hereunder and shall inure to the benefit of his or her heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section (B)(2) ----------------- 8.03 with respect to proceedings to enforce rights to indemnification or advancement of this Articleexpenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall indemnify any such person seeking indemnification 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 Board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final dispositionDirectors; provided, howeverfurther, thatthat the Corporation shall not be obligated under this Section 8.01: (a) to indemnify an indemnitee under these Bylaws for any amounts paid in settlement of an action, if suit or proceeding unless the Delaware General Corporation Law ----------------- requiresconsents to such settlement, which consent shall not be unreasonably withheld, delayed or conditioned, or (b) to indemnify an indemnitee for any disgorgement of profits made from the purchase or sale by indemnitee of securities of the Corporation under Section 16(b) of the Exchange Act. In addition, subject to Section 8.04, the Corporation shall not be liable under this Article VIII to make any payment of such expenses incurred by a director or officer in his or her capacity as a director or officer amounts otherwise indemnifiable hereunder (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 planjudgments, fines and amounts paid in settlement) in advance of the final disposition of a proceeding shall he made only upon delivery if and to the Corporation of an undertaking, by or on behalf of extent that the indemnitee has otherwise actually received 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 payment under this section Article VIII or any insurance policy, contract, agreement or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, or a person for of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, including service with respect to employee benefit plansplans maintained or sponsored by the Corporation, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless fullest extent permitted by law, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section paragraph (B)(2b) ----------------- of this Articlebelow, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board of directors of the Corporation. The right to indemnification conferred in this section Article shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- DGCL requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding proceeding, shall he 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 Article or otherwise. The Corporation may, by action of its the board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each 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 involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding")investigative, by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director Director or officer of the Corporation Corporation, or is or was serving at the request of the Corporation as a directordirector or officer (including, officerwithout limitation, employee or agent a trustee) of another corporation or of a corporation, limited liability company, partnership, joint venture, trust or other enterpriseenterprise (such person, including service with respect to employee benefit plansan “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawLaw of the State of Delaware, 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 rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said 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 or penalties and amounts paid or to be paid in settlement) settlement and expenses (including, without limitation, attorneys’ fees), actually and reasonably incurred or suffered by such person him in connection therewith and with such indemnification shall continue as to a person who has ceased to be a directoraction, officer, employee suit or agent and shall inure to proceeding. Notwithstanding the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, thatforegoing, except as provided in Section (B)(27) ----------------- of this ArticleArticle VI with respect to proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall indemnify any such person seeking indemnification an indemnitee in connection with a proceeding (or part thereof) authorized initiated by the board indemnitee, if and only if the Board of directors Directors authorized the bringing of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such action, suit or 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 planpart thereof) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents commencement of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersproceeding.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved (as a party, witness or otherwise) in any threatened, pending or completed action, suit suit, arbitration, alternative dispute mechanism, inquiry, administrative or legislative hearing, investigation or any other threatened, pending or completed proceeding, including any and all appeals, whether civil, criminal, administrative or investigative (hereinafter a "“Proceeding"”), by reason of the fact that he or she, or a person for of whom he or she is the legal representative, is or was a director director, officer or officer employee of the Corporation (including service with respect to employee benefit plans) or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding the Proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee, employee or agentagent (hereafter an “Indemnitee”), shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Lawlaw, as the same exists or may hereafter be amended (but, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment)or interpreted, against all expenseexpenses, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlementsettlement and any interest, assessments or other charges imposed thereon, and any federal, state, local or foreign taxes imposed on any Indemnitee as a result of the actual or deemed receipt of any payments under this Article IX) actually or reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to with investigating, defending, being a person who has ceased to be a directorwitness in or participating in (including on appeal), officeror preparing for any of the foregoing in, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representativesany Proceeding (hereinafter “Expenses”); provided, however, that, that except as provided in Section (B)(2) ----------------- of this Articleto Proceedings to enforce rights to indemnification, the Corporation shall indemnify any such person Indemnitee seeking indemnification in connection with a proceeding Proceeding (or part thereof) initiated by such Indemnitee only if the Proceeding (or part thereof) was authorized in the first instance by the board Board of directors Directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. As stated in the Company's By-laws, "Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceedingproceeding"), by reason of the fact that he or shehe, or a person for of whom he or she is the legal representative, is or was a director or officer of the Corporation corporation or is or was serving at the request of the Corporation corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action or inaction in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation corporation to the fullest extent authorized permitted by the Delaware General Corporation LawLaw of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation from time to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment)time, against all expensecosts, liability charges, expenses, liabilities and loss losses (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith therewith, and such that 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, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section (B)(2) ----------------- of this Articlesection 6.2, the Corporation corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by that person, only if that proceeding (or part thereof) was authorized by the board of directors of the CorporationBoard. The right to indemnification conferred in this section these by-laws shall be a contract right and shall include the right to be paid by the Corporation corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- of Delaware, as amended from time to time, requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such that person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he be made only upon delivery to the Corporation corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced advanced, if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section these by-laws or otherwise. The Corporation corporation may, by action of its board of directorsBoard, provide indemnification to employees and agents of the Corporation corporation with the same scope and effect as the foregoing indemnification of directors and officers."

Right to Indemnification. (A) Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, she or a person for of whom he or she is the legal representative, is or was or has agreed to become a director or officer of the Corporation or is or was serving or has agreed to serve, at the request of the Corporation as a directorCorporation, officerin any capacity, employee or agent of another corporation or of a partnershipwith any corporation, joint venture, trust partnership or other enterpriseentity in which the Corporation has a partnership or other interest, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving or having agreed to serve as a director, officer, employee director or agentofficer of the Corporation, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including including, without limitation, attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent serve in the capacity which initially entitled such person to indemnity hereunder and shall inure to the benefit of his or her heirs, executorsexecutors and administrators, administrators and personal representatives(B) the Corporation shall indemnify and hold harmless in such manner any person designated by the Board, or any committee thereof, as a person subject to this indemnification provision, and who was or is made a party or is threatened to be made a party to a proceeding by reason of the fact that he, she or a person of whom he or she is the legal representative, is or was serving at the request of the Board as a director, officer, employee or agent of another corporation or a partnership, joint venture, trust or other enterprise whether such request is made before or after the acts taken or allegedly taken or events occurring or allegedly occurring which give rise to such proceeding; provided, however, that, that except as provided in Section subsection (B)(2b)(ii) ----------------- of this ArticleArticle NINTH, the Corporation shall indemnify any such person seeking indemnification pursuant to this subsection in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board of directors of the CorporationBoard. The right to indemnification conferred in this section herein shall be a contract right based upon an offer from the Corporation which shall be deemed to have been made to a person subject to subsection (b)(i)(A) on the date this Certificate of Incorporation is effective and to a person subject to subsection (b)(i)(B) on the date designated by the Board, shall be deemed to be accepted, (i) in the case of a person subject to subsection (b)(i)(A) by such person’s service or continued service as a director or officer of the Corporation for any period after the offer is made and (ii) in the case of a person subject to subsection (b)(i)(B), by such person’s continued service in such capacity as such person was serving when designated as subject to subsection (b)(i)(B) by the Board, or any committee thereof, or if such person is no longer serving in such capacity, by such person’s written acceptance and, in each case, shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; providedprovided further, however, that, that if the Delaware General Corporation Law ----------------- DGCL requires, the payment of such expenses incurred by a current, former or proposed director or officer in his or her capacity as a director or officer or proposed director or officer (and not in any other capacity in which service was or is or has been agreed to be rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding proceeding, shall he be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officerindemnified person, to repay all amounts so advanced if it shall ultimately be determined that such director or officer indemnified person is not entitled to be indemnified under this section Article NINTH or otherwise. The Corporation may, by action of its board of directorsthe Board, provide indemnification or advancement to employees and or agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director Director, officer, committee member or officer employee of the Corporation or is or was serving at the request of the Corporation as a directorDirector, officer, trustee, committee member or employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plansplan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a directorDirector, officer, trustee, committee member or employee or agent or in any other capacity while serving as a directorDirector, officer, employee trustee, committee member or agentemployee, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said 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 or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person indemnitee in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representativestherewith; provided, however, that, except as provided in Section (B)(2) ----------------- 3 of this ArticleArticle VIII with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such person seeking indemnification 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 Board of directors Directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. (A) Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, or a person for of whom he or she is the legal representative, is or was a director or officer of the Corporation Corporation, or is serves, in any capacity, any corporation, partnership or was serving at the request of other entity in which the Corporation as has a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust partnership or other enterpriseinterest, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executorsexecutors and administrators, administrators and personal representatives(B) the Corporation shall indemnify and hold harmless in such manner any person designated by the Board, or any committee thereof, as a person subject to this indemnification provision, and who was or is made a party or is threatened to be made a party to a proceeding by reason of the fact that he, she or a person of whom he or she is the legal representative, is or was serving at the request of the Board of the Corporation as a director, officer, employee or agent of another corporation or a partnership, joint venture, trust or other enterprise whether such request is made before or after the acts taken or allegedly taken or events occurring or allegedly occurring which give rise to such proceeding; provided, however, that, that except as provided in Section subsection (B)(2b)(ii) ----------------- of this ArticleSection, the Corporation shall indemnify any such person seeking indemnification pursuant to this subsection in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board of directors of the CorporationBoard. The right to indemnification conferred in this section herein shall be a contract right based upon an offer from the Corporation which shall be deemed to have been made to a person subject to subsection (b)(i)(A) on the date hereof and to a person subject to subsection (b)(i)(B) on the date designated by the Board, shall be deemed to be accepted by such person’s service or continued service as a director or officer of the Corporation for any period after the offer is made and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, that if the Delaware General Corporation Law ----------------- DGCL requires, the payment of such expenses incurred by a director or officer in his or her capacity as a the director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding proceeding, shall he 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 Section or otherwise. The Corporation may, by action of its board of directorsthe Board, provide indemnification to employees and or agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is 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 hereinafter, a "“Proceeding"), ”) by reason of the fact that he or shesuch person, or a another person for of whom he or she such person is the legal representative, is or was a director director, officer, employee, or officer agent of the Corporation corporation or is or was serving at the request of the Corporation corporation as a director, officer, employee employee, or agent of another corporation foreign or of a domestic corporation, partnership, joint venture, trust trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation, including service with respect to employee benefit plans, whether the basis of such proceeding the Proceeding is alleged action in an official capacity as a director, officer, employee employee, or agent or in any other capacity while serving as a director, officer, employee employee, or agentagent (hereafter an “Agent”), shall be indemnified and held harmless by the Corporation corporation to the fullest extent authorized by the Delaware General Corporation Lawstatutory and decisional law, as the same exists or may hereafter be interpreted or amended (but, in the case of any such amendmentamendment or interpretation, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding extent that such amendment unless such amendment or interpretation permits the Corporation corporation to provide broader indemnification rights than said law were permitted the Corporation to provide prior to such amendment), thereto) against all expenseexpenses, liability liability, and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and penalties, amounts paid or to be paid in settlement, 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 person in connection therewith and such indemnification shall continue with investigating, defending, being a witness in, or participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding (hereafter “Expenses”); provided that except as to a person who has ceased actions to be a director, officer, employee or agent and shall inure enforce indemnification rights pursuant to the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article10.3, the Corporation corporation shall indemnify any such person Agent seeking indemnification in connection with a proceeding Proceeding (or part thereof) initiated by such person only if the Proceeding (or part thereof) was authorized by the board of directors Board of the Corporationcorporation. The right to indemnification conferred in this section Article shall be a contract right and shall include right. It is the right to be paid corporation’s intention that these Bylaws provide indemnification in excess of that expressly permitted by Section 317 of the California Corporations Code, as authorized by the Corporation the expenses incurred in defending any such proceeding in advance corporation’s Articles 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 he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersIncorporation.

Right to Indemnification. Each person Subject to the limitations and conditions as provided in this ARTICLE V, each Person 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 administrative, arbitrative or investigative (hereinafter a "Proceeding"), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director Member or officer of the Corporation Company or while a Member or officer of the Company is or was serving at the request of the Corporation Company as a director, officer, employee employee, partner, member, manager, trustee, fiduciary or agent of another corporation foreign or of a domestic limited liability company, corporation, partnership, joint venture, trust venture or other entity or enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall may be indemnified and held harmless by the Corporation Company to the fullest extent authorized permitted by the Delaware General Corporation LawAct, as the same exists or may hereafter be amended (but, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment)amended, against all expense, liability and loss (including attorneys' attorney's fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person Person in connection therewith with such Proceeding; provided that 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 Company, and indemnification under this ARTICLE V shall continue as to a person Person who has ceased to be a directorserve in the capacity which initially entitled such Person to indemnity hereunder. If the Company elects to provide indemnification hereunder, officer, employee or agent and shall inure such rights granted pursuant to the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section ARTICLE V shall be a contract right right, and no amendment, modification or repeal of this ARTICLE V shall include the right to be paid by the Corporation the expenses incurred in defending adversely affect such rights of 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 Member or officer in his respect of any act, omission or her capacity as a director condition existing or officer (and not in any other capacity in which service was event or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery circumstance occurring prior to the Corporation of an undertaking, by or on behalf time of such director amendment, repeal or officer, to repay all amounts so advanced if it shall ultimately be determined modification. It is expressly acknowledged that such director the indemnification provided in this ARTICLE V could involve indemnification for negligence or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action theories of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersstrict liability.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter hereinafter, a "Proceeding"“proceeding”), by reason of the fact that he or sheit, or a person for whom he or she is the legal representative, is or was a director member or an officer of the Company or, while serving as a member or officer of the Corporation or Company, is or was serving at the request of the Corporation Company as a manager, director, officer, employee or agent of another corporation or of a corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plansplan (hereinafter, an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a manager, director, officer, employee or agent or in any other capacity while serving as a manager, director, officer, employee or agent, shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized by the Delaware General Corporation LawAct, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said such law permitted the Corporation Company to provide prior to such amendment), against all expense, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person indemnitee in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representativestherewith; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article7.3 with respect to proceedings to enforce rights to indemnification, the Corporation Company shall indemnify any such person seeking indemnification indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized in the first instance by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersSole Member.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceedingproceeding"), by reason of the fact that he or she, she or a person for of whom he or she is the legal representative, is or was or has agreed to become a director or officer of the Corporation or is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee director or agent officer or in any other capacity while serving or having agreed to serve as a director, director or officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended amended, (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), ) against all expense, liability and loss (including without limitation, attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent serve in the capacity which initially entitled such person to indemnity hereunder and shall inure to the benefit of his or her heirs, executorsexecutors and administrators; PROVIDED, administrators and personal representatives; providedHOWEVER, however, that, except as provided in Section (B)(2) ----------------- of this Article, that the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof), other than a proceeding (or part thereof) brought under Section 3 of this Article VI, initiated by such person or his or her heirs, executors and administrators only if such proceeding (or part thereof) was authorized by the board of directors of the Corporation. The right to indemnification conferred in this section Article VI shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; providedPROVIDED, howeverHOWEVER, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a current, former or proposed director or officer in his or her capacity as a director or officer or proposed director or officer (and not in any other capacity in which service was or is or has been agreed to be rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding proceeding, shall he be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officerindemnified person, to repay all amounts so advanced if it shall ultimately be determined that such director or officer indemnified person is not entitled to be indemnified under this section Section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. (a) Each person (hereinafter referred to as an “indemnitee”) who was or is made a ------------------------ party or is threatened to be made a party to to, or is otherwise involved in in, any action, suit suit, arbitration, alternative dispute mechanism, inquiry, administrative or legislative hearing, investigation or any other actual, threatened or completed proceeding, including any and all appeals, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, she (i) is or was an employee providing service to an employee benefit plan in which the Corporation or any of its subsidiaries or affiliates participates or is a person for whom he participating company or she is the legal representative, (ii) is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, director or officer (including elected or appointed positions that are equivalent to director or officer, employee or agent ) of another corporation or of a corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee director or agent officer (or equivalent) or in any other capacity while serving as a director, officer, employee director or agentofficer (or equivalent), shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment)amended, against all expense, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA Employment Retirement Income Security Act of 1974 excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person indemnitee in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representativestherewith; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article7.3 with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such person seeking indemnification indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized or ratified by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersBoard.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any threatened, pending or completed claim, action, suit suit, proceeding or proceedinginvestigation, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, she or a person for of whom he or she is the legal representative, is or was or has agreed to become a director or officer of the Corporation or is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee director or agent officer or in any other capacity while serving or having agreed to serve as a director, director or officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawDGCL, as the same exists or may hereafter be amended amended, (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), ) against all cost or expense, liability and loss (including without limitation, attorneys' ’ fees, judgments, fines, damages, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent serve in the capacity which initially entitled such person to indemnity hereunder and shall inure to the benefit of his or her heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, that the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof), other than a proceeding (or part thereof) brought under Section 3 of this Article VI, initiated by such person or his or her heirs, executors and administrators only if such proceeding (or part thereof) was authorized by the board of directors of the CorporationBoard. The right to indemnification conferred in this section Article VI shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- DGCL requires, the payment of such expenses incurred by a current, former or proposed director or officer in his or her capacity as a director or officer or proposed director or officer (and not in any other capacity in which service was or is or has been agreed to be rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding proceeding, shall he be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officerindemnified person, to repay all amounts so advanced if it shall ultimately be determined that such director or officer indemnified person is not entitled to be indemnified under this section Section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each The Corporation, to the fullest extent permitted or required by Delaware General Corporation Law or other applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment and unless applicable law otherwise requires, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), shall indemnify and hold harmless any person who is or was a director or officer of the Corporation and who is made or was involved in any manner (including, without limitation, as a ------------------------ party or a witness) or is threatened to be made a party to or is so involved in any threatened, pending or completed investigation, claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter including, without limitation, any action, suit or proceedings by or in the right of the Corporation to procure a judgment in its favor) (a "Proceeding"), ) by reason of the fact that he or she, or a such person for whom he or she is the legal representative, is or was a director director, officer, employee or officer agent of the Corporation Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a corporation, partnership, joint venture, trust or other enterpriseenterprise (including, including service with respect to without limitation, any employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as plan) (a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), "Covered Entity") against all expense, liability and loss expenses (including attorneys' fees), judgments, fines, ERISA excise taxes or penalties fines and amounts paid or to be paid in settlement) settlement actually and reasonably incurred or suffered by such person in connection therewith and with 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, administrators and personal representativesProceeding; provided, however, that, except that the foregoing shall not apply to a director or officer of the Corporation with respect to a Proceeding that was commenced by such director or officer unless the proceeding was commenced after a Change in Control (as hereinafter defined in Section 4(e) of this Article). Any director or officer of the Corporation entitled to indemnification as provided in this Section (B)(2) ----------------- 1 is hereinafter called an "Indemnitee". Any right of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right an Indemnitee to indemnification conferred in this section shall be a contract right and shall include the right to be paid by receive, prior to the Corporation the expenses incurred in defending conclusion of any such proceeding in advance of its final disposition; providedProceeding, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such any expenses incurred by a director or officer the Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by connection with such person while a director or officerproceeding, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation consistent with the same scope provisions of applicable law as then in effect and effect as the foregoing indemnification other provisions of directors and officersthis Article.

Right to Indemnification. Each person (a) The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Indemnified Party 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 such person's service to or sheon behalf of, or a person for whom he or she is the legal representative, is or was a director or officer management of the Corporation affairs of, the Company, or is rendering of advice or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service consultation with respect to employee benefit plansthereto, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation that relate to the fullest extent authorized by the Delaware General Corporation LawCompany, as the same exists its properties, business or may hereafter be amended (but, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), affairs against all expense, liability and loss suffered and expenses (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties fees and amounts paid or to be paid in settlementexpenses) reasonably incurred or suffered by such person; provided that the Company shall not indemnify any person for any liability resulting or arising from the gross negligence or willful misconduct of any such person. 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 was grossly negligent or that he or she engaged in connection therewith and such indemnification willful misconduct. The Company shall continue as be required 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, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding Proceeding (or part thereof) initiated by such person only if such Proceeding (or part thereof) was authorized by the board of directors of the CorporationManager. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he 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 Company may, by action of its board of directorsthe Manager, provide indemnification to employees and or agents of the Corporation Company with the same scope and effect as the foregoing indemnification of directors the Members and officersthe Manager provided for in this Section 6.2.

Right to Indemnification. Each person who was or is made a ------------------------ party to or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "“Proceeding"”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation corporation, or, while serving as a director or officer of the corporation, is or was serving at the request of the Corporation corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding Proceeding is an alleged action or inaction in an official capacity as a director, officer, employee director or agent officer or in any other capacity while serving as a director, director or officer, employee or agent, shall be indemnified and held harmless by the Corporation corporation to the fullest extent authorized by the Delaware General Corporation LawLaw of the State of Delaware, as amended from time to time (“DGCL”) (or other applicable law), as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation corporation to provide broader indemnification rights than said such law permitted the Corporation corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and with such Proceeding; provided, however, that, except as provided in clause (ii) of Section 2 of this ARTICLE V with respect to proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such director or officer, the corporation shall indemnify any such director or officer in connection with a Proceeding (or part thereof) initiated by such director or officer only if such Proceeding (or part thereof) was authorized by the Board of Directors. The rights to indemnification set forth in this ARTICLE V shall continue as to a person who has ceased to be a director, officer, employee director or agent officer and shall inure to the benefit of his or her heirs, executors, administrators executors and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersadministrators.

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 claim, demand, action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "“Proceeding"”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a member, director or an officer of the Corporation Company or is or was serving at the request of the Corporation Company as a member, director, officer, employee or agent of another corporation company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plansplan (an “Indemnitee”), whether the basis of such proceeding Proceeding is alleged action in an official capacity as a member, director, officer, employee or agent or in any other capacity while serving as a member, director, officer, employee or agent, shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized permitted or required by the Delaware General Corporation Act 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 rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said such law permitted the Corporation Company to provide prior to such amendment), against all expense, liability Liability and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person Indemnitee in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives(“Indemnifiable Losses”); provided, however, that, except as provided in Section (B)(27.4(d) ----------------- of this Articlewith respect to Proceedings to enforce rights to indemnification, the Corporation Company shall indemnify any such person seeking indemnification Indemnitee pursuant to this Section 7.4 in connection with a proceeding Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersBoard.

Right to Indemnification. Each person (i) To the fullest extent permitted by law, as the same now exists or may hereafter be amended, each Person (including a Xxxxxx Mae Manager or Xxxxxxx Mac Manager, as applicable) who was or was, is made a ------------------------ party or is threatened to be made a party to or is otherwise involved (including as a witness) in any threatened, pending or completed action, suit suit, claim or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (hereinafter hereafter a "“Proceeding"”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director Manager or officer Officer or an employee of the Corporation Company or he or she is or was serving at the request of the Corporation Company (with approval of the Board) as a directormanager, officer, member, partner, trustee, employee or agent of another corporation or of a limited liability company, corporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise, including service with respect to employee benefit plansenterprise (hereafter an “Indemnitee”), whether the basis of such proceeding a Proceeding is an alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as such a directormanager, officer, member, partner, trustee, employee or agent, agent shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), Company against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably Damages incurred or suffered by such person Indemnitee in connection therewith and such indemnification shall continue as to unless the Indemnitee engaged in willful misconduct, fraud, or knowingly violated 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, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, the Corporation criminal law. The Company shall indemnify any such person seeking indemnification Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if a proceeding (or part thereof) was authorized or ratified by the board of directors of the CorporationBoard. The right to indemnification conferred in this section Section 6.18(a) shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersright.

Right to Indemnification. Each person who was or is made (a) Effective at and after the Closing, Seller hereby agrees to indemnify Buyer and Buyer Parent, and their respective Affiliates (including, effective after the Closing, the Company), directors, officers, agents, employees and representatives and their respective successors and assignees (each, a ------------------------ party or is threatened “Buyer Indemnified Party”) against, and agree to be made a party to or is involved hold each of them harmless from, any damage, loss, liability and expense (including reasonable and documented expenses of investigation and reasonable and documented attorneys’ fees and expenses) (“Damages”) in connection with any action, suit suit, claim or proceedingother Proceeding (a “Claim”), whether civilinvolving a Third Party Claim or a Claim solely between the parties hereto (with the amount of such Damages determined without regard to any materiality qualification contained in any representation, criminal, administrative warranty or investigative (hereinafter a "Proceeding"covenant giving rise to the claim for indemnity hereunder), suffered, incurred or paid, by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation Buyer Indemnified Party as a directorresult of, officer, employee in connection with or agent arising out of another corporation (A) the failure of any representation or warranty made by Seller in Article 3 of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent this Agreement or in any certificate or other capacity while serving as writing delivered pursuant to Section 2.03(c) to be true and correct (each such failure of a directorrepresentation or warranty to be true and correct, officera “Warranty Breach”), employee (B) any failure of Seller or agentits Affiliates, shall be indemnified and held harmless by the Corporation which failure occurred prior to the fullest extent authorized by the Delaware General Corporation LawClosing Date, as the same exists or may hereafter be amended to comply in any respect with any Product Warranty (buteach such failure, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendmenta “Product Warranty Breach”), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes C) breach of covenant or penalties and amounts paid agreement made or to be paid in settlementperformed by Seller or the Company pursuant to this Agreement, or (D) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representativesExcluded Liabilities; provided, however, provided that, except as provided in Section (B)(2) ----------------- of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.:

Right to Indemnification. Each person (i) To the fullest extent permitted by law, as the same now exists or may hereafter be amended, each Person (including a Xxxxxx Xxx Manager or Xxxxxxx Mac Manager, as applicable) who was or was, is made a ------------------------ party or is threatened to be made a party to or is otherwise involved (including as a witness) in any threatened, pending or completed action, suit suit, claim or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (hereinafter hereafter a "“Proceeding"”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director Manager or officer Officer or an employee of the Corporation Company or he or she is or was serving at the request of the Corporation Company (with approval of the Board) as a directormanager, officer, member, partner, trustee, employee or agent of another corporation or of a limited liability company, corporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise, including service with respect to employee benefit plansenterprise (hereafter an “Indemnitee”), whether the basis of such proceeding a Proceeding is an alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as such a directormanager, officer, member, partner, trustee, employee or agent, agent shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), Company against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably Damages incurred or suffered by such person Indemnitee in connection therewith and such indemnification shall continue as to unless the Indemnitee engaged in willful misconduct, fraud, or knowingly violated 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, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, the Corporation criminal law. The Company shall indemnify any such person seeking indemnification Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if a proceeding (or part thereof) was authorized or ratified by the board of directors of the CorporationBoard. The right to indemnification conferred in this section Section 6.16(a) shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersright.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any action, suit suit, claim or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, she or a person for of whom he or she is the legal representative, representative is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plansplans maintained or sponsored by the Corporation, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, DGCL as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA Employee Retirement Income Security Act of 1974 excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, that except as provided in Section (B)(2) ----------------- 10.4 of this ArticleArticle X, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board Board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersDirectors.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, she or a person for of whom he or she is the legal representative, representative is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee director or agent officer of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee director or agent officer or in any other capacity while serving as a director, officer, employee director or agent, officer shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, DGCL as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, that except as provided in Section paragraph (B)(22) ----------------- of this ArticleSection B with respect to proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board Board of directors Directors of the Corporation. The right to indemnification conferred in this section Section B shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, that if the Delaware General Corporation Law ----------------- DGCL requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an any employee benefit plan) in advance of the final disposition of a proceeding proceeding, shall he be made only upon delivery to the Corporation of an undertaking, 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 Section B or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person 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 involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative (hereinafter a "“Proceeding"”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a person for Person of whom he or she is the legal representative, is or was a director Member of the Company 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 member of a committee of the Company or an officer of the Corporation Company, or while such a Person is or was serving at the request of the Corporation Managing Member on behalf of the Company as a manager, director, officer, employee partner, venturer, member, trustee, employee, agent or agent similar functionary of another corporation foreign or of a domestic general partnership, corporation, limited partnership, joint venture, trust limited liability company, trust, employee benefit plan or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in enterprise (each an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent“Indemnitee”), shall be indemnified and held harmless by the Corporation Company 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 authorized permitted by the Delaware General Corporation LawAct, as the same exists or may hereafter hereinafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law Laws permitted the Corporation 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, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably actually incurred or suffered by such person Person in connection therewith with such Proceeding, and such indemnification under this Article VII shall continue as to a person 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, that no Person shall be entitled to indemnification under this Section 7.1 if there has been a directorfinal and non-appealable judgment entered by a court of competent jurisdiction determining that, officerin respect of the matter for which such Person is seeking indemnification pursuant to this Section 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, employee or agent 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 inure have no obligation to contribute or loan any monies or property to the benefit of his 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 her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- repeal of this Article, Article VII shall have the Corporation shall indemnify effect of limiting or denying any such person seeking rights with respect to actions taken or Proceedings arising prior to 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) authorized respect to which the indemnification applies if the transaction was otherwise permitted by the board terms of directors of the Corporationthis Agreement. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersIT 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 involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceedingproceeding"), by reason of the fact that he or she, or a person for of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawLaw of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless fullest extent permitted by law, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section paragraph (B)(2b) ----------------- of this Articlehereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board of directors of the CorporationBoard. The right to indemnification conferred in this section Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding proceeding, shall he 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 Section or otherwise. The Corporation may, by action of its board of directorsthe Board, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each Subject to the limitations set forth in Section 5, if the Indemnitee is a person who was or is made a ------------------------ party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation Company or is or was serving at the request of the Corporation Company as a director, officer, employee director or agent officer of another corporation corporation, as a partner or officer of a partnership, as a member or officer of a limited liability company, as a principal or officer of a joint venture, as a trustee or officer of a trust or in any comparable capacity in any other enterprise, including service with respect to an employee benefit plansplan, whether the basis of such proceeding Proceeding is alleged action in an official capacity as a director, officer, employee or agent director or in any such other capacity while serving as a director, officer, employee or agentso serving, shall be indemnified and held harmless by the Corporation Company to the fullest full extent authorized by the Delaware General Corporation LawDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law permitted the Corporation Company to provide prior to such amendment), or by other applicable law as then in effect, against all expense, liability and loss (including attorneys' fees’ fees and related disbursements, judgments, fines, ERISA excise taxes or and penalties under ERISA, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person Indemnitee in connection therewith therewith, and such indemnification shall continue as to a person who has ceased to be a director, officer, employee partner, member, principal, or agent trustee or to hold a comparable position, in each case as applicable, and shall inure to the benefit of his or her heirs, executors, administrators executors and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, administrators. If the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (Indemnitee is or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity was serving as a director or officer (and not in any other capacity in which service was or is rendered by such person while of a director or officer, including, without limitation, service to an employee benefit plan) in advance subsidiary of the final disposition of a proceeding Company, then the Indemnitee shall he 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 deemed to be indemnified under this section serving, or otherwise. The Corporation mayhave served, by action of its board of directors, provide indemnification to employees and agents at the request of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersCompany.

Right to Indemnification. Each person Person who was or was, is made a ------------------------ party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any threatened, pending or completed action, suit suit, claim or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (hereinafter a "Proceeding"), by reason of the fact that he is or shewas the Manager, or a person for whom he manager, officer, employee, agent or she is the legal representative, is or was a director or officer Affiliate of the Corporation Manager or the Company or, that being or having been the Manager, or a manager, officer, employee, agent or Affiliate of the Manager or the Company, s/he is or was serving at the request of the Corporation Company as a officer, director, officermanager, partner, trustee, employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust trust, employee benefit plan or other enterpriseenterprise in which the Company has an interest, including service with respect but not limited to employee benefit plansa Special Purpose Entity (an "Indemnitee"), whether the basis of such the proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a such officer, director, officermanager, member, partner, trustee, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawCompany against all losses, as the same exists claims, damages (compensatory, exemplary, punitive or may hereafter be amended (but, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendmentotherwise), against all expense, liability liabilities and loss expenses (including attorneys' fees, costs, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlementsettlement and any other expense) actually and reasonably incurred or suffered by such person Indemnitee in connection therewith with such Proceeding, and such indemnification shall continue as to a person an Indemnitee who has ceased to be the Manager or a manager, officer, employee, agent or Affiliate of the Manager or the Company or a director, officer, manager, member, partner, trustee, employee or agent of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise in which the Company has an interest, and shall inure to the benefit of his or her the Indemnitee's heirs, executors, administrators executors and personal representatives; provided, however, that, except administrators. Except as provided in Section (B)(28.2(d) ----------------- of this Articlewith respect to Proceedings seeking to enforce rights to indemnification, the Corporation Company shall indemnify any such person seeking indemnification Indemnitee in connection with a proceeding Proceeding (or any part thereofof such Proceeding) initiated by such Indemnitee only if a Proceeding (or such part) was authorized or ratified by the board of directors of the CorporationManager. The right to indemnification conferred in this section Section 8.2 shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersright.

Right to Indemnification. Each person who was or If Xxxxxxx is made a ------------------------ party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative administrative, or investigative (hereinafter a "Proceeding"), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer officer, of the Corporation WWWX or is or was serving at the request of the Corporation WWWX as a director, officer, employee employee, or agent of another corporation or of a partnership, joint venture, trust trust, or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee employee, or agent or in any other capacity while serving as a director, officer, employee employee, or agent, Xxxxxxx shall be indemnified and held harmless by the Corporation WWWX to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation WWWX to provide broader indemnification rights than said law permitted the Corporation WWWX to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person the Xxxxxxx in connection therewith and such indemnification shall continue as to a person who even though Xxxxxxx has ceased to be a director, officer, employee employee, or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporationadministrators. The right to indemnification conferred in this section Section shall be a contract right and shall include the right to be paid by the Corporation WWWX 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 he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

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 administrative, investigative or investigative otherwise (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plansplan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawDGCL, 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 rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendmentthereto), against all expense, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person indemnitee in connection therewith and such indemnification shall continue as to a person an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her the indemnitee’s heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section (B)(2subsection 2(c) ----------------- below of this ArticleArticle SEVENTH with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such person seeking indemnification 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 directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceedingproceeding"), by reason of the fact that he or she, such person or a person for of whom he or she such person is the legal representative, is or was or has agreed to become a director or officer of the Corporation or is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee director or agent officer or in any other capacity while serving or having agreed to serve as a director, director or officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawDGCL, as the same exists or may hereafter be amended amended, (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), ) against all expense, liability and loss (including without limitation, attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent serve in the capacity that initially entitled such person to indemnity hereunder and shall inure to the benefit of his or her such person's heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, that the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof), other than a proceeding (or part thereof) brought under Section 6.3, initiated by such person or such person's heirs, executors and administrators only if such proceeding (or part thereof) was authorized by the board of directors of the Corporation. The right to indemnification conferred in this section Article VI shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- DGCL requires, the payment of such expenses incurred by a current, former or proposed director or officer in his or her such person's capacity as a director or officer or proposed director or officer (and not in any other capacity in which service was or is or has been agreed to be rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding proceeding, shall he be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officerindemnified person, to repay all amounts so advanced if it shall ultimately be determined that such director or officer indemnified person is not entitled to be indemnified under this section Section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person Subject to the limitations and conditions as provided in this Article IX, each Covered Person (regardless of such person’s capacity and regardless of whether another Covered Person is entitled to indemnification) who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative administrative, arbitrative (hereinafter hereinafter, a "“Proceeding"”), by reason or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, in each case in connection with the activities of the fact that he Company or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, its Subsidiaries shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized by the Delaware General Corporation Lawpermitted under applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law permitted the Corporation Company to provide prior to such amendment)) against judgments, against all expense, liability and loss (including attorneys' fees, judgmentspenalties, fines, ERISA excise taxes or penalties settlements and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section reasonable expenses (B)(2) ----------------- of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service attorneys’ fees) actually incurred by such Covered Person in connection with such Proceeding; provided that (a) such Covered Person’s course of conduct was pursued in good faith and believed by him to an employee benefit plan) be in advance the best interests of the final disposition Company and (b) such course of conduct did not constitute gross negligence, intentional misconduct, or knowing violation of law on the part of such Covered Person and otherwise was materially in accordance with the terms of this Agreement. Indemnification under this Article IX shall continue with respect to a proceeding Covered Person who has ceased to serve in the capacity which initially entitled such Covered Person to indemnity hereunder. The rights granted pursuant to this Article IX shall he made only upon delivery be deemed contractual rights, and no amendment, modification or repeal of this Article IX shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any amendment, modification or repeal. It is expressly acknowledged that the Corporation of an undertakingindemnification provided in this Article IX could involve indemnification for negligence. Notwithstanding the foregoing, no indemnification pursuant to this Section 9.2 shall be available to any Covered Person with respect to its obligations incurred pursuant to any agreement other than this Agreement, including without limitation the other Transaction Documents, or with respect to any actions taken by or any such Person if such Person was acting on behalf of such director itself or officer, was not solely acting in the capacity that gave rise to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect status as the foregoing indemnification of directors and officersa Covered Person.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "“Proceeding"”), by reason of the fact that he or shesuch person, or a person for of whom he or she such person is the legal representative, is or was a director Director or officer of the Corporation or, while a Director or officer of the Corporation, is or was serving at the request of the Corporation as a directorDirector, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding Proceeding is alleged action in an official capacity as a directorDirector, officer, employee or agent or in any other capacity while serving as a directorDirector, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment)amended, against all expense, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974, as in effect from time to time) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a directorDirector, officer, employee or agent and shall inure to the benefit of his or her such person’s heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section paragraph (B)(2b) ----------------- of this Articlehereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding Proceeding (or part thereof) initiated by such person only if such Proceeding (or part thereof) was authorized by the board Board of directors of the CorporationDirectors. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation may pay the expenses incurred in defending any such proceeding Proceeding in advance of its final disposition; any advance payments to be paid by the Corporation within 20 calendar days after the receipt by the Corporation of a statement or statements from the claimant requesting such advance or advances from time to time; provided, however, that, if to the Delaware General Corporation Law ----------------- extent the DGCL requires, the payment of such expenses incurred by a director Director or officer in his or her such person’s capacity as a director Director or officer (and not in any other capacity in which service was or is rendered by such person while a director Director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding Proceeding, shall he be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director Director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director Director or officer is not entitled to be indemnified under this section Section 7.02 or otherwise. The Corporation may, to the extent authorized from time to time by action the Board of Directors, grant rights to indemnification, and rights to have the Corporation pay the expenses incurred in defending any Proceeding in advance of its board of directorsfinal disposition, provide indemnification to employees and agents any employee or agent of the Corporation to the fullest extent of the provisions of this Article VII with respect to the same scope indemnification and effect as advancement of expenses of Directors and officers of the foregoing indemnification of directors and officersCorporation.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any action2.1 The Company shall, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawLaw (the “DGCL”) or other applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said the DGCL or other applicable law permitted the Corporation Company to provide prior to such amendmentchange), indemnify any Indemnitee who is or was involved in any manner (including, without limitation, as a party or witness), or is threatened to be made so involved, in any threatened, pending, or completed investigation, claim, action, suit, or proceeding whether civil, criminal, administrative, or investigative (including, without limitation, any action, suit, or proceeding by or in the right of the Company to procure a judgment in its favor) (herein referred to as a “Proceeding”) by reason of the fact that such person is or was a director or officer of the Company, is or was serving at the request of the Company as a director or officer of any Company Affiliate, and/or or by reason of any action alleged to have been taken or omitted in any such capacity, against all expense, liability and loss expenses (including attorneys' ’ fees), judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) settlement actually and reasonably incurred or suffered by such person in connection therewith and with 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, administrators and personal representativesProceeding; provided, . however, that, except as provided in Section (B)(2) ----------------- of this ArticleParagraph 3.4, the Corporation foregoing shall indemnify any not apply to a director or officer of the Company with respect to a Proceeding that was commenced by such person seeking indemnification in connection with a proceeding (director or part thereof) officer unless such Proceeding was authorized or consented to by the board Board of directors Directors of the Corporation. The right to Company.. Such indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding receive payment in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such any expenses incurred by a director or officer the Indemnitee in his or her capacity connection with such Proceeding, consistent with the provisions of applicable law as a director or officer (and not then in any other capacity in which service was or is rendered by such person while a director or officereffect. For the avoidance of doubt, includingthe foregoing indemnification obligation includes, without limitation, service claims for monetary damages against Indemnitee in respect of an alleged breach of fiduciary duties to an employee benefit planthe fullest extent permitted under Section 102(b)(7) in advance of the final disposition of a proceeding shall he made only upon delivery to DGCL as in existence on the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersdate hereof.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plansplan (hereinafter an “indemnitee”), whether where the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendmentthereto), against all expense, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person indemnitee in connection therewith and such indemnification shall continue as to a person an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her the indemnitee’s heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article6.3 hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such person seeking indemnification 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 Board of directors Directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person who was or is made a ------------------------ party or ------------------------ is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceedingproceeding"), by reason of the fact that he or she, she or a person for of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee director or agent officer of another corporation corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, officer or employee or agent or in any other capacity while serving as a director, officer, employee officer or agentemployee, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said law Law permitted the Corporation to provide prior to such amendment), ) against all expenseexpenses, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, officer or employee or agent and shall inure to the benefit of his or her heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section (B)(2) ----------------- 7.2 of -------- this ArticleArticle 7, the Corporation shall indemnify any such person seeking indemnification indemnity in connection with a an action, suit or proceeding (or part thereof) initiated by such person only if (a) such indemnification is expressly required to be made by law, (b) the action, suit or proceeding (or part thereof) was authorized by the board Board of directors Directors of the Corporation. The , (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 action, suit or proceeding (or part thereof) is brought to establish or enforce a right to indemnification conferred in this section under an indemnity agreement or any other statute or law or otherwise as required under Section 145 of the Delaware General Corporation Law. Such right shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, -------- however that, if unless the Delaware General Corporation Law ----------------- requiresthen so prohibits, the ------- payment of such expenses incurred by a director or officer of the Corporation in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered tendered 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 such proceeding, shall he 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 should be determined ultimately that such director or officer is not entitled to be indemnified under this section Section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceedingproceeding"), by reason of the fact that he or she, or a person for of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawLaw of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless fullest extent permitted by law, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section paragraph (B)(2b) ----------------- of this Articlehereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board of directors of the CorporationBoard. The right to indemnification conferred in this section Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding proceeding, shall he 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 Section or otherwise. The Corporation may, by action of its board of directorsthe Board, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person who was or is made a ------------------------ party to or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter hereinafter, a "Proceedingproceeding"), by reason of the fact that he or shesuch person, or a person for of whom he or she such person is the legal representative, is or was a director Director or officer of the Corporation or is or was serving at the request of the Corporation as a directorDirector, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a directorDirector, officer, employee or agent or in any other capacity while serving as a directorDirector, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless fullest extent permitted by law, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including including, without limitation, attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlementsettlement and excise taxes or penalties arising under the Employment Retirement Income Security Act of 1974, as in effect from time to time) reasonably incurred or suffered by such person in connection therewith therewith, and such indemnification shall continue as to a person who has ceased to be a directorDirector, officer, employee or agent and shall inure to the benefit of his or her such person's heirs, executorsexecutors and administrators; PROVIDED, administrators and personal representatives; provided, howeverHOWEVER, that, except as provided in Section paragraph (B)(2b) ----------------- of this Articlehereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board of directors of the CorporationBoard. The right to indemnification conferred in this section Section 11.2 shall be a contract right and shall include the right to be paid by have the Corporation pay the expenses incurred in defending any such proceeding in advance of its final disposition, any advance payments to be paid by the Corporation within 20 calendar days after the receipt by the Corporation of a statement or statements from the claimant requesting such advance or advances from time to time; providedPROVIDED, howeverHOWEVER, that, if and to the Delaware General Corporation Law ----------------- extent the DGCL requires, the payment of such expenses incurred by a director Director or officer in his or her such person's capacity as a director Director or officer (and not in any other capacity in which service was or is rendered by such person while a director Director or officer, officer including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director Director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director Director or officer is not entitled to be indemnified under this section Section 11.2 or otherwise. The Corporation may, to the extent authorized from time to time by action the Board, grant rights to indemnification, and rights to have the Corporation pay the expenses incurred in defending any proceeding in advance of its board of directorsfinal disposition, provide indemnification to employees and agents any employee or agent of the Corporation to the fullest extent of the provisions of this Article XI with respect to the same scope indemnification and effect as advancement of expenses of Directors and officers of the foregoing indemnification of directors and officersCorporation.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or an officer of the Corporation or or, is or was serving at the request of the Corporation as a director, officer, employee employee, agent or agent trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plansplan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee employee, agent or agent trustee or in any other capacity while serving as a director, officer, employee employee, agent or agenttrustee, shall be indemnified and held harmless by the Corporation to the fullest extent authorized permitted by the Delaware General Corporation Lawlaw, as the same exists or may hereafter be amended (but, in the case of any such amendment, if permitted, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said 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 or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person indemnitee in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representativestherewith; provided, however, that, except as provided in Section (B)(2) ----------------- 7.03 with respect to proceedings to enforce rights to indemnification or advancement of this Articleexpenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall indemnify any such person seeking indemnification 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 Board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersDirectors.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any actual or threatened action, suit suit, or proceeding, whether civil, criminal, administrative administrative, or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director director, officer, employee or officer agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust trust, or other enterprise, including service with respect to an employee benefit plansplan (hereinafter an “Indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agentso serving, shall be indemnified and held harmless by the Corporation to the fullest full extent authorized by the Delaware General Corporation LawDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), or by other applicable law as then in effect, against all expense, liability liability, and loss (including attorneys' fees’ fees and related disbursements, judgments, fines, ERISA excise taxes or taxes, and penalties under the Employee Retirement Income Security Act of 1974, as amended from time to time (“ERISA”), penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person Indemnitee in connection therewith therewith, and such indemnification shall continue as to a person who has ceased to be a director, officer, employee employee, agent, partner, member or agent trustee and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives; providedadministrators. Each person who is or was serving as a director, howeverofficer, that, except as provided in Section (B)(2) ----------------- employee or agent of this Article, a subsidiary of the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (be deemed to be serving, or part thereof) authorized by have served, at the board of directors request of the Corporation. The right to Any indemnification conferred in (but not advancement of expenses) under this section 0 (unless ordered by a court) shall be a contract right and shall include the right to be paid made by the Corporation only as authorized in the expenses incurred specific case upon a determination that indemnification of the director, officer, employee or agent is proper in defending the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, as the same exists or hereafter may be amended (but, in the case of any such proceeding in advance of its final disposition; providedamendment, however, that, if only to the Delaware General extent that such amendment permits the Corporation Law ----------------- requires, to provide broader indemnification rights than said law permitted the payment of Corporation to provide prior to such expenses incurred by amendment). Such determination shall be made with respect to a person who is a director or officer in his or her capacity as at the time of such determination (a) by 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 majority vote of the final disposition directors who were not parties to such proceeding (the “Disinterested Directors”), even though less than a quorum, (b) by a committee of Disinterested Directors designated by a proceeding shall he made only upon delivery to the Corporation majority vote of an undertakingDisinterested Directors, even though less than a quorum, (c) if there are no such Disinterested Directors, or if such Disinterested Directors so direct, by independent legal counsel in a written opinion, 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, (d) by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersstockholders.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee director or agent officer of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plansplans (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee director or agent officer or in any other capacity while serving as a director, director or officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said 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 or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person indemnitee in connection therewith and such indemnification shall continue as to a person an indemnitee who has ceased to be a director, officer, employee director or agent officer and shall inure to the benefit of his or her the indemnitee’s heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section (B)(2) ----------------- 2 of this ArticleArticle VI with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such person seeking indemnification 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 Board of directors Directors of the Corporation. The right to indemnification conferred in this section Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final dispositiondisposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment an advancement of such expenses incurred by a director or officer an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officerindemnitee, including, including without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officerindemnitee, 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 that such director or officer indemnitee is not entitled to be indemnified for such expenses under this section Article VI or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersotherwise (hereinafter an “undertaking”).

Right to Indemnification. Each person Subject to the limitations and conditions as provided in this Article 9, each Person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative (hereinafter a "“Proceeding"”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or shesuch Person, or a person for Person of whom he or she it is the legal representative, is or was or has agreed to become a director Manager or officer of the Corporation an Officer or is or was serving or has agreed to serve at the request of the Corporation Company as a member, manager, director, officer, employee partner, venturer, proprietor, trustee, employee, agent, or agent similar functionary of another corporation foreign or of a domestic limited liability company, corporation, partnership, joint venture, trust sole proprietorship, trust, employee benefit plan or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding Proceeding is alleged action in an official capacity as a director, officer, employee Manager or agent Officer or in any other capacity while serving or having agreed to serve as a director, officer, employee Manger or agentOfficer, shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized permitted by the Delaware General Corporation LawAct, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law Law permitted the Corporation Company to provide prior to such amendment), ) against all expense, liability and loss (including attorneys' feesjudgments, judgmentspenalties excise and similar taxes, punitive damages, fines, ERISA excise taxes or penalties and amounts paid in settlement or to be paid in settlementsettlement and attorneys’ fees) reasonably actually incurred or suffered by such person Person in connection therewith with such Proceeding, and such indemnification under this Article 9 shall continue as to a person Person who has ceased to be a director, officer, employee or agent serve in the capacity which initially entitled such Person to indemnity hereunder and shall inure to the benefit of his or her such Person’s heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, that the Corporation Company shall indemnify any such person Person seeking indemnification in connection with a proceeding Proceeding (or part thereof) initiated by such Person only if such Proceeding (or part thereof) was authorized by the board Board. Notwithstanding anything to the contrary in this Section 9.2, no Manager or Officer shall be entitled to indemnification hereunder if it is determined by a final, nonappealable order of directors a court of competent jurisdiction that such person did not act in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation. The right Company, or had reasonable cause to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any believe 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 person’s conduct was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersunlawful.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "“Proceeding"”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director Director or an officer of the Corporation or, while a Director or an officer of the Corporation is or was serving at the request of the Corporation as a director, officer, employee or agent of another any other corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to any employee benefit plansplan (each, a “Covered Person”), whether the basis of such proceeding Proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said 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 or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person Covered Person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representativestherewith; provided, however, that, that except as provided in Section (B)(2) ----------------- of this Article7.03 with respect to Proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify any such person a Covered Person seeking indemnification in connection with a proceeding Proceeding (or part thereof) initiated by such Covered Person only if such Proceeding (or part thereof) was authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersBoard.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "“Proceeding"”), by reason of the fact that he or shehe, or a person for of whom he or she is the legal representative, is or was a director the director, officer, employee or officer agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding Proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (butor, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expenseexpenses, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representativestherewith; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, that the Corporation shall indemnify any such person seeking indemnification indemnity in connection with a Proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the board Board of directors Directors of the Corporation. The right to indemnification conferred in this section Section 1 shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding Proceeding in advance of its final disposition; provided, however, that, 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 such Proceeding, shall he 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 should be determined ultimately that such director or of officer is not entitled to be indemnified under this section Section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. 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 claim, demand, action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "“Proceeding"”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or an officer of the Corporation Company or is or was serving at the request of the Corporation Company as a director, board observer, officer, employee or agent of another corporation company or of an Affiliate of the Company, or a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plansplan (an “Indemnitee”), whether the basis of such proceeding Proceeding is alleged action in an official capacity as a director, board observer, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized permitted or required by the Delaware General Corporation LawAct 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 rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said such law permitted the Corporation Company to provide prior to such amendment), against all expense, liability Liability and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person Indemnitee in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives(“Indemnifiable Losses”); provided, however, that, except as provided in Section (B)(27.4(d) ----------------- of this Articlewith respect to Proceedings to enforce rights to indemnification, the Corporation Company shall indemnify any such person seeking indemnification Indemnitee pursuant to this Section 7.4 in connection with a proceeding Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersBoard.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "“Proceeding"”), by reason of the fact that he being or she, or a person for whom he or she is the legal representative, is or was a director or having been an officer of the Corporation Company or is serving or was serving having served at the request of the Corporation Company as a manager, director, trustee, officer, employee or agent of another corporation limited liability company or of a corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plansplan (an “Indemnitee”), whether the basis of such proceeding is alleged action or failure to act in an official capacity as a manager, director, trustee, officer, employee or agent or in any other capacity while serving as a manager, director, trustee, officer, employee or agent, shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized by the Delaware General Corporation LawLimited Liability Company Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law permitted prior thereto) (as used in this Article V, the Corporation to provide prior to such amendment“Delaware Law”), against all expense, liability and loss (including attorneys' ’ fees, judgmentsjudgements, fines, ERISA excise taxes or penalties under the Employee Retirement Income Security Act of 1974 and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person Indemnitee in connection therewith and such indemnification shall continue as to a person an Indemnitee who has ceased to be a manager, director, trustee, officer, employee or agent and shall inure to the benefit of his or her the lndemnitee’s heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article5.2 hereof with respect to Proceedings to enforce rights to indemnification, the Corporation Company shall indemnify any such person seeking indemnification Indemnitee in connection with a proceeding Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the board of directors of the CorporationMember. The right to indemnification conferred in this section Article V shall be a contract right and shall include the right to be paid by the Corporation Company the expenses (including attorneys’ fees) incurred in defending any such proceeding Proceeding in advance of its final dispositiondisposition (an “Advancement of Expenses”); provided, however, that, if the Delaware General Corporation Law ----------------- so requires, the payment an Advancement 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 Expenses shall he be made only upon delivery to the Corporation Company of an undertakingundertaking (an “Undertaking”), by or on behalf of such director or officerIndemnitee, 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 director or officer Indemnitee is not entitled to be indemnified for such expenses under this section Article V or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, she or a person for of whom he or she is the legal representative, representative is or was a director or an officer of the Corporation or is or of was serving at the request of the Corporation as a director, officer, employee or agent of another any other corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to any employee benefit plansplan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including including, without limitation, attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person indemnitee in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representativestherewith; provided, however, that, that except as provided in Section (B)(2) ----------------- of this Article5.3 with respect to proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify any such person indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the board Board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersDirectors.

Right to Indemnification. Each person Subject to the limitations and conditions as provided in this Article V, each of the Members acting in their capacity as managing members, any officers, directors and agents of the Company and other Persons acting on behalf of the Company who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative administrative, arbitrative (hereinafter a "“Proceeding"”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a person for Person of whom he or she is the legal representative, is or was a director Member or officer of the Corporation Company or while a Member or officer of the Company is or was serving at the request of the Corporation Company as a manager, director, officer, employee partner, venturer, proprietor, trustee, employee, agent or agent similar functionary of another corporation foreign or of a domestic limited liability company, corporation, partnership, joint venture, trust sole proprietorship, trust, employee benefit plan or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall enterprise may be indemnified and held harmless by the Corporation Company to the fullest extent authorized permitted by the Delaware General Corporation LawAct, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law permitted the Corporation 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, ERISA excise taxes or penalties settlements and amounts paid or reasonable expenses (including, without limitation, attorneys’ fees) actually incurred by such Person in connection with such Proceeding; provided that such Person acted in good faith and in a manner such Person reasonably believed to be paid in settlement) reasonably incurred or suffered by such person in connection therewith the best interests of the Company, and such indemnification under this Article V shall continue as to a person Person who has ceased to be a directorserve in the capacity which initially entitled such Person to indemnity hereunder, officerprovided further, employee or agent and that the Members shall inure to only have the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred when acting as managers or officers of the Company or otherwise managing the affairs of the Company. The rights granted pursuant to this Article V shall be deemed contract rights, and no amendment, modification or repeal of this Article V shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance Article V could involve indemnification for negligence or under theories 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 he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersstrict liability.

Right to Indemnification. Each person 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 involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative (hereinafter hereinafter, a "“Proceeding"”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a person for Person of whom he or she is the legal representative, is or was a director or officer Member of the Corporation Company, a Board Member, a member of a committee of the Board or an Officer, or while such a Person is or was serving at the request of the Corporation Company as a director, officer, employee partner, venturer, member, trustee, employee, agent or agent similar functionary of another corporation foreign or of a domestic general partnership, corporation, limited partnership, joint venture, trust limited liability company, trust, employee benefit plan or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation Company 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 authorized permitted by the Delaware General Corporation LawAct, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law Laws permitted the Corporation 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, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably actually incurred or suffered by such person Person in connection therewith with such Proceeding, and such indemnification under this Article VII shall continue as to a person Person who has ceased to be a director, officer, employee or agent serve in the capacity which initially entitled such Person to indemnity hereunder for any and shall inure all liabilities and damages related to the benefit of his or her heirs, executors, administrators and personal representativesarising 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 in the event the Proceeding involves acts or omissions of such Person which constitute an intentional breach of this Agreement or gross negligence or willful misconduct on the part of such Person. The rights granted pursuant to this Article VII shall be deemed contract rights, except as 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 any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in Section (B)(2) ----------------- this Article VII could involve indemnification for negligence or under theories of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersstrict liability.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, she or a person for of whom he or she is the legal representative, representative is or was a director or an officer of the Corporation Company or is or was serving at the request of the Corporation Company as a director, officer, employee or agent of another any other corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to any employee benefit plansplan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized by the Delaware General Corporation LawLLC Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law the LLC Act permitted the Corporation Company to provide prior to such amendment), against all expense, liability and loss (including including, without limitation, attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person indemnitee in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representativestherewith; provided, however, that, that except as provided in Section (B)(2) ----------------- of this Article7.3 with respect to proceedings seeking to enforce rights to indemnification, the Corporation Company shall indemnify any such person indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the board Board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersDirectors.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, she or a person for of whom he or she is the legal representative, is or was a director or has agreed to become an officer of the Corporation Company or is or was serving or has agreed to serve at the request of the Corporation Company as a director, manager, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent an officer or in any other capacity while serving or having agreed to serve as a director, an officer, employee or agent, shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized by the Delaware General Corporation LawAct, as the same exists or may hereafter be amended amended, (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law permitted the Corporation Company to provide prior to such amendment), ) against all expense, liability and loss (including without limitation, attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent serve in the capacity which initially entitled such person to indemnity hereunder and shall inure to the benefit of his or her heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, that the Corporation Company shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board of directors of the CorporationMembers. The right to indemnification conferred in this section Section 8 shall be a contract right and shall include the right to be paid by the Corporation Company the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- Act requires, the payment of such expenses incurred by a director current, former or proposed officer in his or her capacity as a director an officer or proposed officer (and not in any other capacity in which service was or is or has been agreed to be rendered by such person while a director or an officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding proceeding, shall he be made only upon delivery to the Corporation Company of an undertaking, by or on behalf of such director or officerindemnified person, to repay all amounts so advanced if it shall ultimately be determined that such director or officer indemnified person is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.this

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened The Company hereby agrees to be made a party to or is involved in indemnify and hold harmless any action, suit or proceeding, whether civil, criminal, administrative or investigative Person (hereinafter a "Proceeding"), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in each an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation “Indemnified Person”) to the fullest extent authorized by permitted under the Delaware General Corporation LawAct, as the same now exists or may hereafter be amended amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding extent that such amendment unless such amendment amendment, substitution or replacement permits the Corporation Company to provide broader indemnification rights than said law permitted the Corporation to provide Company is providing immediately prior to such amendment), against all expenseexpenses, liability liabilities and loss losses (including attorneys' attorney fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlementpenalties) reasonably incurred or suffered by such person in connection therewith and Person (or one or more of such indemnification shall continue Person’s Affiliates) by reason of the fact that such Person is or was a Member or is or was serving as to a person who has ceased to be Manager or Officer or is or was serving at the request of the Company or the Board as a directormanaging member, manager, officer, employee director, principal or agent member of another corporation, partnership, joint venture, limited liability company, trust or other enterprise if, in each case, and shall inure unless otherwise determined by the Board in good faith, such Indemnified Person acted in good faith and in a manner the Person reasonably believed to be in or not opposed to the benefit best interests of his the Company or her heirsof such corporation, executorspartnership, administrators and personal representativesjoint venture, limited liability company, trust or other enterprise and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Person’s conduct was unlawful; providedprovided that (A) unless the Board otherwise determines, howeverno Person shall be entitled to indemnification hereunder with respect to a proceeding initiated by such Person or with respect to a proceeding between such Person or such Person’s Affiliates (excluding, that, except as provided in Section (B)(2) ----------------- of this Articlefor purposes hereof, the Corporation Company’s Members or any of their respective subsidiaries) on the one hand and the Company or any of its Affiliates on the other; and (B) no Person shall indemnify be indemnified for any expenses, liabilities and losses suffered that are attributable to such Person’s or its Affiliates’ (excluding, for purposes hereof, the Company’s Members’ and their respective subsidiaries’) present or future breaches of any representations, warranties or covenants by such Indemnified Person or its Affiliates (excluding, for purposes hereof, the Company’s Members and their respective subsidiaries), employees, agents or representatives contained herein or in any other agreement with the Company’s Members or any of their respective subsidiaries. Expenses, including attorneys’ fees and expenses, incurred by any such person seeking indemnification Indemnified Person in connection with defending a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses Company as 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 he made only such proceeding, including any appeal therefrom, upon delivery to the Corporation receipt of an undertaking, undertaking by or on behalf of such director or officer, Indemnified Person to repay all amounts so advanced such amount if it shall ultimately be determined that such director or officer Indemnified Person is not entitled to be indemnified under this section or otherwiseby the Company. The Corporation mayrights granted pursuant to this Article V shall be deemed contract rights and no amendment, by action modification or repeal of its board this Article V shall have the effect of directorslimiting or denying any such rights with respect to actions taken or proceedings arising prior to any amendment, provide modification or repeal. It is expressly acknowledged that the indemnification to employees and agents provided in this Article V could involve indemnification for negligence or under theories of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersstrict liability.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, or a person for of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless fullest extent permitted by law, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section (B)(2) ----------------- of this ArticleArticle VIII, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board Board of directors of the CorporationDirectors. The right to indemnification conferred in this section Section 1 of Article VIII shall be a contract right and shall include the right to be paid by the Corporation the expenses expenses, including attorneys’ fees, incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- DGCL requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding proceeding, shall he 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 Section or otherwise. The Corporation may, by action of its board the Board of directorsDirectors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any actual or threatened action, suit suit, or proceeding, whether civil, criminal, administrative administrative, or investigative (hereinafter a "Proceedingproceeding"), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director director, officer, employee or officer agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust trust, or other enterprise, including service with respect to an employee benefit plansplan (hereinafter an "Indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agentso serving, shall be indemnified and held harmless by the Corporation to the fullest full extent authorized by the Delaware General Corporation LawDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), or by other applicable law as then in effect, against all expense, liability liability, and loss (including attorneys' feesfees and related disbursements, judgments, fines, ERISA excise taxes or taxes, and penalties under the Employee Retirement Income Security Act of 1974, as amended from time to time ("ERISA"), penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person Indemnitee in connection therewith therewith, and such indemnification shall continue as to a person who has ceased to be a director, officer, employee employee, agent, partner, member or agent trustee and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives; providedadministrators. Each person who is or was serving as a director, howeverofficer, that, except as provided in Section (B)(2) ----------------- employee or agent of this Article, a subsidiary of the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (be deemed to be serving, or part thereof) authorized by have served, at the board of directors request of the Corporation. The right to Any indemnification conferred in (but not advancement of expenses) under this section Article IX (unless ordered by a court) shall be a contract right and shall include the right to be paid made by the Corporation only as authorized in the expenses incurred specific case upon a determination that indemnification of the director, officer, employee or agent is proper in defending the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, as the same exists or hereafter may be amended (but, in the case of any such proceeding in advance of its final disposition; providedamendment, however, that, if only to the Delaware General extent that such amendment permits the Corporation Law ----------------- requires, to provide broader indemnification rights than said law permitted the payment of Corporation to provide prior to such expenses incurred by amendment). Such determination shall be made with respect to a person who is a director or officer in his or her capacity as at the time of such determination (a) by 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 majority vote of the final disposition directors who were not parties to such proceeding (the "Disinterested Directors"), even though less than a quorum, (b) by a committee of Disinterested Directors designated by a proceeding shall he made only upon delivery to the Corporation majority vote of an undertakingDisinterested Directors, even though less than a quorum, (c) if there are no such Disinterested Directors, or if such Disinterested Directors so direct, by independent legal counsel in a written opinion, 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, (d) by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersstockholders.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, such person or a person for of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee director or agent officer of another corporation Corporation, or as a controlling person of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, director or officer, employee or agent or in any other capacity while serving as a director, director or officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said such law permitted the Corporation to provide prior to such amendment), ) against all expenseexpenses, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee director or agent officer and shall inure to the benefit of his or her heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, that except as provided in Section (B)(2) ----------------- 8.2 of this ArticleArticle VIII, the Corporation shall indemnify any such person seeking indemnification indemnity in connection with a proceeding (or part thereof) initiated by such person only if (a) such indemnification is expressly required to be made by law, (b) the proceeding (or part thereof) was authorized by the board of directors of Board, (c) such indemnification is provided by the Corporation. The , in its sole discretion, pursuant to the powers vested in the Corporation under the DGCL, or (d) the proceeding (or part thereof) is brought to establish or enforce a right to indemnification conferred in this section or advancement under an indemnity agreement or any other statute or law or otherwise as required under Section 145 of the DGCL. The rights hereunder shall be a contract right rights and shall include the right to be paid by the Corporation the reasonable expenses and attorneys’ fees incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, that the payment of such expenses incurred by a director or officer of the Corporation in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered tendered 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 such proceeding, shall he 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 should be determined ultimately by final judicial decision from which there is no further right to appeal that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any actionThe Corporation shall indemnify and hold harmless, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized permitted by the Delaware General Corporation Law, applicable law as the same it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless 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 (a “Covered Person”) who was or is 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 in nature (a “proceeding”), by reason of the fact that such Covered Person, or a person for whom he or she is the legal representative, is or was, at any time during which this Section (a) of Article Eight is in effect (whether or not such ‘Covered Person continues to serve in such capacity at the time any indemnification or payment of expenses pursuant hereto is sought or at the time any proceeding relating thereto exists or is brought), a director or officer of the Corporation, or has or had agreed to become a director of the Corporation, or is or was serving at the request of the Corporation as a director, officer, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, employee benefit plan, trust, nonprofit entity or other enterprise, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, trustee, employee or agent or in any other capacity while serving as a director, officer, trustee, employee or agent, against all expense, liability and loss suffered (including attorneys' feesincluding, without limitation, any judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) and expenses (including attorneys’ fees), actually and reasonably incurred or suffered by such person Covered Person in connection therewith with such proceeding to the fullest extent permitted by law, and such indemnification shall continue as to a person who has ceased to be a director, officer, trustee, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators executors and personal representativesadministrators; provided, provided however, that, except as provided in Section (B)(2b) ----------------- of this ArticleArticle Eight, the Corporation shall be required to indemnify any such a person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall Section (a) of Article Eight and such rights as may be a contract right and conferred in the By-laws of the Corporation shall include the right to be paid by the Corporation the expenses (including attorneys’ fees) incurred by a Covered Person in defending any such proceeding in advance of its final disposition; provided, however, that, if in accordance with the Delaware General Corporation Law ----------------- requires, By-laws of the payment Corporation. The rights conferred upon Covered Persons in this Section (a) of Article Eight shall be contract rights that vest at the time of such expenses incurred by person’s service to or at the request of the Corporation and such rights shall continue as to a director or officer in his or her capacity as Covered Person who has ceased to be a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or director, officer, includingtrustee, without limitation, service employee or agent and shall inure to an employee the benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertakingindemnitee’s heirs, 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 otherwiseexecutors and administrators. The Corporation may, by action of its board the Board of directorsDirectors, provide indemnification to employees and agents of the Corporation with the same (or lesser) scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person 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 involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative (hereinafter a "“Proceeding"”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a person for Person of whom he or she is the legal representative, is or was a director or officer Member of the Corporation Company, a Board Member, a member of a committee of the Company or an Officer of the Company, or while such a Person is or was serving at the request of the Corporation Company as a director, officer, employee partner, venturer, member, trustee, employee, agent or agent similar functionary of another corporation foreign or of a domestic general partnership, corporation, limited partnership, joint venture, trust limited liability company, trust, employee benefit plan or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation Company 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 authorized permitted by the Delaware General Corporation LawAct, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law Laws permitted the Corporation 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, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably actually incurred or suffered by such person Person in connection therewith with such Proceeding, and such indemnification under this Article VII shall continue as to a person Person who has ceased to be a director, officer, employee or agent serve in the capacity which initially entitled such Person to indemnity hereunder for any and shall inure all liabilities and damages related to the benefit of his or her heirs, executors, administrators and personal representativesarising 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 in the event the Proceeding involves acts or omissions of such Person which constitute an intentional breach of this Agreement or gross negligence or willful misconduct on the part of such Person. The rights granted pursuant to this Article VII shall be deemed contract rights, except as 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 any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in Section (B)(2) ----------------- this Article VII could involve indemnification for negligence or under theories of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersstrict liability.

Right to Indemnification. Each person (a) The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Indemnified Party 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 hereinafter, a "Proceeding"), ) by reason of the fact that he such person's service to or sheon behalf of, or a person for whom he or she is the legal representative, is or was a director or officer management of the Corporation affairs of, the Company, or is rendering of advise or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service consultation with respect to employee benefit plansthereto, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation that relate to the fullest extent authorized by the Delaware General Corporation LawCompany, as the same exists its properties, business or may hereafter be amended (but, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), affairs against all expense, liability and loss suffered and expenses (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties fees and amounts paid or to be paid in settlementexpenses) reasonably incurred or suffered by such person if such person acted in connection therewith good faith and in a manner such indemnification shall continue as to a person who has ceased reasonably believed to be a director, officer, employee in or agent and shall inure not opposed to the benefit best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe his or her heirsaction was unlawful; provided that the Company shall not indemnify any person for any liability resulting or arising from the gross negligence or willful misconduct of any such person. The termination of any proceeding by judgment, executorsorder, administrators 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 personal representatives; providedin a manner in which he or she reasonably believed to be in or not opposed to the best interests of the Company or, howeverthat he or she was grossly negligent or that he or she engaged in wilful misconduct, thatand, except as provided in Section (B)(2) ----------------- of this Articlewith respect to any criminal proceeding, the Corporation had reasonable cause to believe that his or her conduct was unlawful. The Company shall be required to indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered initiated by such person while only if such proceeding (or part thereof) was authorized by a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the 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 otherwiseManager. The Corporation Company may, by action of its board of directorsany Manager, provide indemnification to employees and or agents of the Corporation Company with the same scope and effect as the foregoing indemnification of directors the Member and officersthe Manager provided for in this Section 7.2.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any actionThe Company, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized permitted or required by the DGCL or other applicable law (as if the Company were a Delaware General Corporation Lawcorporation), 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 rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said such law permitted the Corporation Company to provide prior to such amendment), against all expenseshall indemnify and hold harmless any person who is or was a manager, liability director or officer of the Company and loss who is or was involved in any manner (including attorneys' feesincluding, judgmentswithout limitation, fines, ERISA excise taxes as a party or penalties and amounts paid a witness) or is threatened to be paid made so involved in settlementany threatened, pending or completed investigation, claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, any action, suit or proceedings by or in the right of the Company to procure a judgment in its favor) reasonably incurred or suffered (a “Proceeding”) by reason of the fact that such person in connection therewith and such indemnification shall continue as to is or was a person who has ceased to be a manager, director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a manager, director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise (including, without limitation, any employee benefit plan) (a “Covered Entity”) against all expenses (including attorneys’ fees), judgments, fines and shall inure amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding. Any manager, director or officer of the Company entitled to the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except indemnification as provided in this Section (B)(211.2(A) ----------------- is hereinafter called an “Indemnitee”. Any right of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right an Indemnitee to indemnification conferred in this section shall be a contract right and shall include the right to be paid by receive, prior to the Corporation the expenses incurred in defending conclusion of any such proceeding in advance of its final disposition; providedProceeding, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such any expenses incurred by a director or officer the Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by connection with such person while a director or officerProceeding, including, without limitation, service to an employee benefit plan) in advance consistent with the provisions of the final disposition DGCL or other applicable law, as the same exists or may hereafter be amended (but, in the case of a proceeding shall he made any such amendment and unless applicable law otherwise requires, 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 extent that such director or officer is not entitled amendment permits the Company to be indemnified under provide broader rights to payment of expenses than such law permitted the Company to provide prior to such amendment), and the other provisions of this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersArticle Eleven.

Right to Indemnification. Each person who was or is made a ------------------------ party or ------------------------ is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceedingproceeding"), by reason of the fact that he or she, she or a person for of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee director or agent officer of another corporation corporation, or of a partnershipPartnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, officer or employee or agent or in any other capacity while serving as a director, officer, employee officer or agentemployee, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said law Law permitted the Corporation to provide prior to such amendment), ) against all expenseexpenses, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, officer or employee or agent and shall inure to the benefit of his or her heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, -------- ------- except as provided in Section (B)(2) ----------------- 7.2 of this ArticleArticle 7, the Corporation shall indemnify any such person seeking indemnification indemnity in connection with a an action, suit or proceeding (or part thereof) initiated by such person only if (a) such indemnification is expressly required to be made by law, (b) the action, suit or proceeding (or part thereof) was authorized by the board Board of directors Directors of the Corporation. The , (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 action, suit or proceeding (or part thereof) is brought to establish or enforce a right to indemnification conferred in this section under an indemnity agreement or any other statute or law or otherwise as required under Section 145 of the Delaware General Corporation Law. Such right shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if unless the Delaware General Corporation -------- ------- Law ----------------- requiresthen so prohibits, the payment of such expenses incurred by a director or officer of the Corporation in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered tendered 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 such proceeding, shall he 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 should be determined ultimately that such director or officer is not entitled to be indemnified under this section Section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceedingproceeding"), by reason of the fact that he or she, or a person for of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawLaw of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless fullest extent permitted by law, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executorsexecutors and administrators; PROVIDED, administrators and personal representatives; provided, howeverHOWEVER, that, except as provided in Section paragraph (B)(2b) ----------------- of this Articlehereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board of directors of the CorporationBoard. The right to indemnification conferred in this section Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding proceeding, shall he 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 Section or otherwise. The Corporation may, by action of its board of directorsthe Board, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person 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 involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative (hereinafter a "Proceeding"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a person for Person of whom he or she is the legal representative, is or was a director Member of the Company, a member of a committee of the Company or an officer of the Corporation Company, or while such a Person is or was serving at the request of the Corporation Company as a director, officer, employee partner, venturer, proprietor, trustee, employee, agent, or agent similar functionary of another corporation foreign or of a domestic general partnership, corporation, partnership, joint venture, trust sole proprietorship, trust, employee benefit plan or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation Company 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 authorized permitted by the Delaware General Corporation LawAct, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law permitted the Corporation 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, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably actually incurred or suffered by such person Person in connection therewith with such Proceeding, and such indemnification under this Article VIII shall continue as to a person Person who has ceased to be a director, officer, employee or agent serve in the capacity which initially entitled such Person to indemnity hereunder for any and shall inure all liabilities and damages related to the benefit of his or her heirs, executors, administrators and personal representativesarising from such Person's activities while acting in such capacity; provided, however, thatthat no Person shall be entitled to indemnification under this Section 8.01 in the event the Proceeding involves acts or omissions of such Person which constitute an intentional breach of this Agreement or gross negligence or willful misconduct on the part of such Person. The rights granted pursuant to this Article VIII shall be deemed contract rights, except as 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 taken or Proceedings arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in Section (B)(2) ----------------- this Article VIII could involve indemnification for negligence or under theories of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersstrict liability.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceedingproceeding"), by reason of the fact that he or she, she or a person for of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee director or agent officer of another corporation corporation, or as a controlling person of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, officer or employee or agent or in any other capacity while serving as a director, director or officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said law Law permitted the Corporation to provide prior to such amendment), ) against all expenseexpenses, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee director or agent officer and shall inure to the benefit of his or her heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article8.2, the Corporation shall indemnify any such person seeking indemnification indemnity in connection with a an action, suit or proceeding (or part thereof) initiated by such person only if (a) such indemnification is expressly required to be made by law, (b) the action, suit or proceeding (or part thereof) was authorized by the board Board of directors Directors of the Corporation. The , (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 action, suit or proceeding (or part thereof) is brought to establish or enforce a right to indemnification conferred in this section 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 a contract right rights 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 ----------------- then so requires, the payment of such expenses incurred by a director or officer of the Corporation in his or her capacity as a director or officer (and not in any other capacity in which service was or is 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 such proceeding, shall he 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 should be determined ultimately that such director or officer is not entitled to be indemnified under this section Section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceedingproceeding"), by reason of the fact that he or she, or a person for of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action or inaction in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized permitted by the Delaware General Corporation Lawlaws of the State of Delaware, as the same exists exist or may hereafter be amended (but, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment)amended, against all expensecosts, liability charges, expenses, liabilities and loss losses (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith therewith, and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, that the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board of directors of the CorporationBoard. The right to indemnification conferred in this section Article shall be a contract right and shall include the right to be paid by the Corporation the expenses expense 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 proceeding, shall he 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 Section or otherwise. The Corporation may, by action of its board of directorsthe Board, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. (i) 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 (whether threatened or actual, hereinafter a "“Proceeding"”), by reason of the fact fact: (i) that he or she, she or a person for of whom he or she is the legal representativerepresentative is or was or has agreed to become a director or an officer of the Corporation, including service with respect to an employee benefit plan (including any settlor capacity), (ii) that he or she is or was a director or officer of International Paper Company, a New York corporation (“International Paper”) or UWW Holdings, Inc., a Delaware corporation (“UWWH”) or any of their respective subsidiaries, in each case acting on behalf of or for the Corporation benefit of the Corporation, including service with respect to an employee benefit plan (including any settlor capacity) or (iii) while serving as a director or officer, is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee employee, agent or agent trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plansplan (hereinafter an “Indemnitee”), whether the basis of such proceeding Proceeding is action alleged action to have been taken or omitted in an official capacity as a director, director or officer, employee or agent or in any other capacity while serving or having agreed to serve as a director, officer, employee employee, agent or agenttrustee, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawDGCL in effect on the date hereof or as amended to increase the scope of permitted indemnification, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including including, without limitation, attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.paid

Right to Indemnification. Each person Subject to the limitations and conditions as provided in this Section 8.3, each Covered Person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative (hereinafter a "“Proceeding"”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a person for whom he or she is the legal representative, such Person is or was a director Member, Manager or officer Officer of the Corporation Company or is or was serving at the request of the Corporation Company as a manager, director, officer, employee partner, venturer, proprietor, trustee, employee, agent or agent similar functionary of another corporation foreign or of a domestic limited liability company, corporation, partnership, joint venture, trust sole proprietorship, trust, employee benefit plan or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, enterprise shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized permitted by the Delaware General Corporation LawTBOC, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law permitted the Corporation 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, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably actually incurred or suffered by such person Person in connection therewith with such Proceeding, and such indemnification under this Section 8.3 shall continue as to a person Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 8.3 shall be a directordeemed contract rights, officerand no amendment, employee modification or agent and repeal of this Section 8.3 shall inure 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 benefit indemnification provided in this Section 8.3 could involve indemnification for negligence or under theories of his or her heirs, executors, administrators and personal representativesstrict liability; provided, however, that, except as provided in Section (B)(2) ----------------- that notwithstanding the foregoing or any other provision of this ArticleAgreement, the Corporation Company shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents any Covered Person in respect of conduct that constitutes gross negligence, intentional misconduct, knowing violation of law, breach of any duty owed to the Corporation with the same scope and effect Company or its Members (subject to Section 8.1) or fraud as the foregoing indemnification determined by final, non-appealable judgment of directors and officersa court having competent 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 "“Proceeding"”), by reason of the fact that he being or she, or a person for whom he or she is the legal representative, is or was a director or having been an officer of the Corporation Company or is serving or was serving having served at the request of the Corporation Company as a manager, director, trustee, officer, employee or agent of another corporation limited liability company or of a corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plansplan (an “Indemnitee”), whether the basis of such proceeding is alleged action or failure to act in an official capacity as a manager, director, trustee, officer, employee or agent or in any other capacity while serving as a manager, director, trustee, officer, employee or agent, shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized by the Delaware General Corporation LawLimited Liability Company Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law permitted prior thereto) (as used in this Article V, the Corporation to provide prior to such amendment“Delaware Law”), against all expense, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties under the Employee Retirement Income Security Act of 1974 and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person Indemnitee in connection therewith and such indemnification shall continue as to a person an Indemnitee who has ceased to be a manager, director, trustee, officer, employee or agent and shall inure to the benefit of his or her the Indemnitee’s heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article5.2 hereof with respect to Proceedings to enforce rights to indemnification, the Corporation Company shall indemnify any such person seeking indemnification Indemnitee in connection with a proceeding Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the board of directors of the CorporationMember. The right to indemnification conferred in this section Article V shall be a contract right and shall include the right to be paid by the Corporation Company the expenses (including attorneys’ fees) incurred in defending any such proceeding Proceeding in advance of its final dispositiondisposition (an “Advancement of Expenses”); provided, however, that, if the Delaware General Corporation Law ----------------- so requires, the payment an Advancement 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 Expenses shall he be made only upon delivery to the Corporation Company of an undertakingundertaking (an “Undertaking”), by or on behalf of such director or officerIndemnitee, 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 director or officer Indemnitee is not entitled to be indemnified for such expenses under this section Article V or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, or a person for of whom he or she is the legal representative, is or was a director or officer of the Corporation Company (including, for purposes of this Section 19, any domestic or foreign corporation that was a predecessor of the Company in a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction) or is or was serving at the request of the Corporation Company or the Board of Directors as a directormanager, member of a committee of the Board of Directors, director or officer, employee or agent of the Company or another corporation or of a company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is an alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized by the Delaware General Corporation LawAct, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless fullest extent permitted by law, only to the extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law permitted the Corporation Company to provide prior to such amendment), against all expense, liability and loss (including attorneys' ’ fees, judgments, penalties, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a manager, director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section paragraph (B)(2b) ----------------- of this Articlehereof, the Corporation Company shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board Board of directors of the CorporationDirectors. The right to indemnification conferred in this section Section shall be a contract right and shall include the right to be paid by the Corporation Company the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- Act 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 proceeding, shall he be made only upon delivery to the Corporation Company 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 Section or otherwise. The Corporation Company may, by action of its board the Board of directorsDirectors, provide indemnification to employees and agents of the Corporation other persons with the same scope and effect as the foregoing indemnification of directors and officersindemnification.

Right to Indemnification. Each person 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 involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative arbitrative (hereinafter a "“Proceeding"”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a person for Person of whom he or she is the legal representative, is or was a director an officer, Manager or officer Member of the Corporation Company or any of its Affiliates or, while an officer, Manager or Member of the Company or any of its Affiliates, is or was serving at the request of the Corporation Company or any of its Affiliates as a manager, director, officer, employee partner, venturer, proprietor, trustee, employee, agent or agent similar functionary of another corporation foreign or of a domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized by the Delaware General Corporation Lawpermitted under applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law permitted the Corporation Company to provide prior to such amendment)) against judgments, against all expense, liability and loss (including attorneys' fees, judgmentspenalties, fines, ERISA excise taxes or penalties settlements and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section reasonable expenses (B)(2) ----------------- of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service 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 or her to an employee benefit plan) be in advance the best interests of the final disposition Company or any of a proceeding shall he made only upon delivery to its Affiliates, (b) such course of conduct did not constitute willful misconduct or knowing violation of law or breach of this Agreement on the Corporation of an undertaking, by or on behalf part of such director Person, and (c) it does not involve a Proceeding or officer, to repay all amounts so advanced if it shall ultimately be determined that other dispute between the Company or any of its Affiliates and such director or officer is not entitled to be indemnified Person. Indemnification under this section or otherwiseARTICLE IX shall continue with respect to a Person who has ceased to serve in the capacity that initially entitled such Person to indemnity hereunder. The Corporation mayrights granted pursuant to this ARTICLE IX shall be deemed contractual rights, by action and no amendment, modification or repeal of its board this ARTICLE IX shall have the effect of directorslimiting or denying any such rights with respect to actions taken or Proceedings arising prior to any amendment, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersmodification or repeal.

Right to Indemnification. Each person Subject to the limitations and conditions as provided in this Article 5, each Person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative administrative, arbitrative (hereinafter a "“Proceeding"”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a person for Person of whom he or she is the legal representative, is or was a director Member or officer of the Corporation Company or while a Member or officer of the Company is or was serving at the request of the Corporation Company as a manager, director, officer, employee partner, venturer, proprietor, trustee, employee, agent or agent similar functionary of another corporation foreign or of a domestic limited liability company, corporation, partnership, joint venture, trust sole proprietorship, trust, employee benefit plan or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall enterprise may be indemnified and held harmless by the Corporation Company to the fullest extent authorized permitted by the Delaware General Corporation LawAct, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law permitted the Corporation 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, ERISA excise taxes or penalties settlements and amounts paid or reasonable expenses (including, without limitation, attorneys’ fees) actually incurred by such Person in connection with such Proceeding; provided that such Person acted in good faith and in a manner such Person reasonably believed to be paid in settlement) reasonably incurred in, or suffered by such person in connection therewith not opposed to, the best interests of the Company, and such indemnification under this Article 5 shall continue as to a person Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Article 5 shall be a directordeemed contract rights, officerand no amendment, employee modification or agent and repeal of this Article 5 shall inure have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any amendment, modification or repeal. It is expressly acknowledged that the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as indemnification provided in Section (B)(2) ----------------- this Article 5 could involve indemnification for negligence or under theories of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersstrict liability.

Right to Indemnification. Each person 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 involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative arbitrative (hereinafter a "Proceeding"), or any appeal in ---------- such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or shesuch Person, or a person for whom he or she Person of which such Person is the legal representative, is or was a director Member or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, Officer shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized permitted by the Delaware General Corporation Lawapplicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law permitted the Corporation 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, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably actually incurred or suffered by such person Person in connection therewith with such Proceeding, appeal, inquiry or investigation (each a "Loss"), unless and to the extent that such Loss shall have been the ---- result of gross negligence, fraud or intentional misconduct by such Person, and indemnification under this Article VII shall continue as to a person 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 a director----------- deemed contract rights, officerand no amendment, employee modification or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- repeal of this Article, Article ------- VII shall have the Corporation shall indemnify effect of limiting or denying any such person seeking indemnification in connection rights --- with a proceeding (respect to actions taken or part thereof) authorized by the board of directors of the Corporation. The right Proceedings, appeals, inquiries or investigations arising prior to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; providedamendment, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director modification 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 he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersrepeal.

Right to Indemnification. Each person Subject to the limitations and conditions as provided in this Section 6.9, each Person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative arbitrative (hereinafter a "“Proceeding"”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director Manager or officer of the Corporation Officer, or while a Manager or Officer is or was serving at the request of the Corporation Company as a manager, director, officer, employee partner, venturer, proprietor, trustee, employee, agent or agent similar functionary of another corporation foreign or of a domestic limited liability company, corporation, partnership, joint venture, trust sole proprietorship, trust, employee benefit plan or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized permitted by the Delaware General Corporation LawAct, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law permitted the Corporation 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 and reasonably incurred by such Person in connection with such Proceeding (“Indemnifiable Costs”), judgments, fines, ERISA excise taxes or penalties if (i) the Person acted in good faith and amounts paid or in a manner the Person reasonably believed to be paid in settlementor not opposed to the best interests of the relevant entity, (ii) reasonably incurred the Person, with respect to any criminal action or suffered proceeding, had no reasonable cause to believe the Person’s conduct was unlawful and (iii) the act or omission by such person in connection therewith and such Person that is the basis of the claim for indemnification did not constitute gross negligence, willful misconduct, a breach of the fiduciary duty of loyalty, or a breach of this Agreement. Indemnification under this Section 6.9 shall continue as to a person Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 6.9 shall be a directordeemed contract rights, officerand no amendment, employee modification or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- repeal of this Article, Section 6.9 shall have the Corporation shall indemnify effect of limiting or denying any such person seeking indemnification in connection rights with a proceeding (respect to actions taken or part thereof) authorized by Proceedings arising prior to any amendment, modification or repeal. The Company agrees that any Officer or Manager elected as an officer or manager of New Diversified Mailing Services, LLC or New Electronic Printing Systems, LLC is doing so at the board of directors request of the Corporation. The right Company for purposes of such Officer’s or Manager’s rights to indemnification conferred indemnity described in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersSection 6.9(b).

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "“Proceeding"”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director director, officer, employee or officer agent of the Corporation corporation or is or was serving at the request of the Corporation corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plansplan (hereinafter an “Indemnitee”), whether the basis of such proceeding Proceeding is alleged action in an official capacity as a director, officer, employee or employee, agent or in any other capacity while serving as a director, officer, employee or agent, agent shall be indemnified and held harmless by the Corporation corporation to the fullest extent authorized by under the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment)amended, against all expense, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person Indemnitee in connection therewith and such indemnification shall continue as to a person an Indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her the Indemnitee’s heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article3 hereof with respect to Proceedings to enforce rights to indemnification, the Corporation corporation shall indemnify any such person seeking indemnification Indemnitee in connection with a proceeding Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officerscorporation.

Right to Indemnification. Each person Subject to the limitations and conditions provided herein and to the fullest extent permitted by applicable Law, each of Charah LP, CEP Holdings and any of their respective affiliates and any of their respective directors, officers, partners, employees, members, managers, equityholders, agents and representatives (each an “Indemnitee”) who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative (hereinafter a "“Proceeding"”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, whether such Proceeding arose prior to, on or following the date of the IPO, by reason of the fact that he or she, or a person for whom he or she is the legal representative, such Indemnitee is or was a director direct or officer of the Corporation or is or was serving at the request of the Corporation as a indirect director, officer, employee partner, employee, member, manager, equityholder, agent, representative or agent affiliate of another corporation Charah Management and/or Allied Power Holdings, or any subsidiary of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agentforegoing (the “Contributed Company Group”), shall be indemnified and held harmless by PubCo to the Corporation extent such Proceeding or other above-described process relates to or is implicated by any such above-described relationships with, status with respect to, or representation of any member of the Contributed Company Group to the fullest extent authorized permitted by the Delaware General Corporation applicable Law, as the same exists or may hereafter hereinafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation PubCo to provide broader indemnification rights than said law Laws permitted the Corporation PubCo to provide prior to such amendment) against judgments, damages, liabilities, losses, penalties (including excise and similar taxes and punitive damages), against all expensefines, liability settlements and loss reasonable expenses (including attorneys' ’ and experts’ fees) (collectively, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement“Losses”) reasonably incurred or suffered by such person Person in connection therewith with such Proceeding, and such indemnification under this Section 5.5 shall continue as to a person Person who has ceased to exist in the capacity which initially entitled such Person to indemnity hereunder for any and all Losses related to and arising from such Person’s activities while acting in such capacity The rights granted pursuant to this Section 5.5 shall be a directordeemed contract rights, officerand no amendment, employee modification or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- repeal of this Article, Section 5.5 shall have the Corporation shall indemnify effect of limiting or denying any such person seeking indemnification in connection rights with a proceeding (respect to actions taken or part thereof) authorized by the board of directors of the Corporation. The right Proceedings arising prior to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; providedamendment, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director modification 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 he 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 otherwiserepeal. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersIT IS ACKNOWLEDGED THAT THE INDEMNIFICATION PROVIDED IN THIS Section 5.5 COULD INVOLVE INDEMNIFICATION FOR NEGLIGENCE OR UNDER THEORIES OF STRICT LIABILITY.

Right to Indemnification. Each person 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 involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative arbitrative (hereinafter hereinafter, a "“Proceeding"”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or shesuch Person, or a person for whom he or she Person of which such Person is the legal representative, is or was a director or officer Member, a member of the Corporation Board or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, Officer shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized permitted by the Delaware General Corporation Lawapplicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law permitted the Corporation 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, ERISA excise taxes or penalties settlements and amounts paid or to be paid in settlementreasonable expenses (including, without limitation, reasonable attorneys’ and experts’ fees) reasonably actually incurred or suffered by such person Person in connection therewith and with such Proceeding, appeal, inquiry or investigation, unless such loss or damage shall have been the result of gross negligence, fraud or intentional misconduct by such Person, in which case such indemnification shall not cover such loss or damage to the extent resulting from such gross negligence, fraud or intentional misconduct. Indemnification under this Article VII shall continue as to a person 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 a directordeemed contract rights, officerand no amendment, employee modification or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- repeal of this Article, Article VII shall have the Corporation shall indemnify effect of limiting or denying any such person seeking indemnification in connection rights with a proceeding (respect to actions taken or part thereof) authorized by the board of directors of the Corporation. The right Proceedings, appeals, inquiries or investigations arising prior to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; providedamendment, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director modification 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 he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersrepeal.