Common use of Right to Indemnification Clause in Contracts

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each person who was or is made a party or is threatened to be made a party to or is involved in any 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 of whom he or she is the legal representative, is or was a Member or Manager of the Company or while a Member or Manager of the Company is or was serving at the request of the Company as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Company to the fullest extent permitted by the TBOC, as the same exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorney’s fees) actually incurred by such person in connection with such Proceeding, and indemnification under this Article shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal of this Article shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liability.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each Each person who was or is made a party or is threatened to be made a party to or is involved in any Proceedingaction, suit or any appeal in such proceeding, whether civil, criminal, administrative or investigative (hereinafter a Proceeding, or any inquiry or investigation that could lead to such a Proceeding"proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member director or Manager officer of the Company Corporation or while a Member or Manager of the Company is or was serving at the request of the Company Corporation as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, employee or similar functionary agent of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorshiptrust or other enterprise, trustincluding 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 benefit plan or agent or in any other enterprise capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the TBOCDGCL, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said law permitted the Company Corporation to provide prior to such amendment) ), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys' fees, judgments, fines, settlements amounts paid or to be paid in settlement, and reasonable expenses (including, without limitation, attorney’s feesexcise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) actually reasonably incurred or suffered by such person in connection with therewith and such Proceeding, and indemnification under this Article shall continue as to a person who has ceased to serve be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) hereof, the capacity which initially entitled Corporation shall indemnify any such person to indemnity hereunderseeking 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. The rights granted pursuant right to indemnification conferred in this Article Section shall be deemed a contract rights, right and no amendments, modification or repeal of this Article shall have include the effect of limiting or denying right to be paid by the Corporation the expenses incurred in defending any such rights proceeding in advance of its final disposition; provided, however, that, if the DGCL requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of the Board, provide indemnification to employees and agents of the Corporation with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the same scope and effect as the foregoing indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilitydirectors and officers.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each Each person who was or is made a party or is threatened to be made a party to or is involved in any Proceedingthreatened, pending or any appeal in such completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a Proceeding, or any inquiry or investigation that could lead to such a Proceeding“proceeding”), by reason of the fact that he or she, she or a person of whom he or she is the legal representative, is or was or has agreed to become a Member Director or Manager officer of the Company or while a Member or Manager of the Company is or was serving or has agreed to serve at the request of the Company as a Managerdirector, directormanager, officer, partner, venturer, proprietor, trustee, employee, agent, employee or similar functionary agent of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorshiptrust or other enterprise, trust, including service with respect to employee benefit plan plans, whether the basis of such proceeding is alleged action in an official capacity as a Director or officer or in any other enterprise capacity while serving or having agreed to serve as a Director or officer, shall be indemnified and held harmless by the Company to the fullest extent permitted authorized by the TBOCAct, as the same exist exists or may hereafter be amended amended, (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)without limitation, attorneys’ fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including, without limitation, attorney’s feesamounts paid or to be paid in settlement) actually reasonably incurred or suffered by such person in connection with therewith and such Proceeding, and indemnification under this Article shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunderhereunder and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that the 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. The rights granted pursuant right to indemnification conferred in this Article Section 8 shall be deemed a contract rights, right and no amendments, modification or repeal of this Article shall have include the effect of limiting or denying right to be paid by the Company the expenses incurred in defending any such rights with respect proceeding in advance of its final disposition; provided, however, that, if the Act requires, the payment of such expenses incurred by a current, former or proposed Director or officer in his or her capacity as a Director or officer or proposed Director or officer (and not in any other capacity in which service was or is or has been agreed to actions taken be rendered by such person while a Director or Proceeding arising prior officer, including, without limitation, service to any an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Company of an undertaking, by or on behalf of such amendmentindemnified person, modification or repeal. It to repay all amounts so advanced if it shall ultimately be determined that such indemnified person is expressly acknowledged that the indemnification provided in not entitled to be indemnified under this Article could involve indemnification for negligence or under theories of strict liabilitySection 8.2.

Right to Indemnification. Subject The Company hereby agrees to indemnify and hold harmless any Person (each an “Indemnified Person”) to the limitations and conditions fullest extent permitted under the Act, as provided the same now exists or may hereafter be amended, substituted or replaced (but, in this Articlethe case of any such amendment, each person who was substitution or replacement only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Company is made a party or is threatened to be made a party to or is involved in any Proceeding, or any appeal in such a Proceeding, or any inquiry or investigation that could lead providing immediately prior to such a Proceedingamendment), against all expenses, liabilities and losses (including attorney fees, judgments, fines, excise taxes or penalties) reasonably incurred or suffered by such Person (or one or more of such Person’s Affiliates) by reason of the fact that he or she, or a person of whom he or she is the legal representative, such Person is or was a Member or is or was serving as a Manager of the Company or while a Member Officer or Manager of the Company is or was serving at the request of the Company as a Managermanaging member, manager, officer, director, officer, partner, venturer, proprietor, trustee, employee, agent, principal or similar functionary member of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorshiplimited liability company, trust, employee benefit plan trust or other enterprise if, in each case, and unless otherwise determined by the Manager in good faith, such Indemnified Person acted in good faith and in a manner the Person reasonably believed to be in or not opposed to the best interests of the Company or of such corporation, partnership, joint venture, limited liability company, trust or other enterprise, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Person’s conduct was unlawful; provided that (A) unless the Manager otherwise determines, no Person shall be entitled to indemnification hereunder with respect to a proceeding initiated by such Person or with respect to a proceeding between such Person or such Person’s Affiliates (excluding, for purposes hereof, the Company’s Member or any of its subsidiaries) on the one hand and the Company or any of its subsidiaries on the other; and (B) no Person shall be indemnified for any expenses, liabilities and losses suffered that are attributable to such Person’s or its Affiliates’ (excluding, for purposes hereof, the Company’s Member’s and its subsidiaries’) present or future breaches of any representations, warranties or covenants by such Indemnified Person or its Affiliates (excluding, for purposes hereof, the Company to Company’s Member and its subsidiaries), employees, agents or representatives contained herein or in any other agreement with the fullest extent permitted by the TBOC, as the same exist Company’s Member or may hereafter be amended any of its subsidiaries (but, in the case of any such amendmentthe Founders, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorneythe Acquisition Agreement, the Contribution Agreement, such Founder’s fees) actually employment agreement with the Company and any other agreement entered into between a Founder and the Company’s Member or any of its subsidiaries). Expenses, including attorneys’ fees and expenses, incurred by any such person Indemnified Person in connection with defending a proceeding shall be paid by the Company as incurred in advance of the final disposition of such Proceedingproceeding, and indemnification under this Article including any appeal therefrom, upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall continue as ultimately be determined that such Indemnified Person is not entitled to a person who has ceased to serve in be indemnified by the capacity which initially entitled such person to indemnity hereunderCompany. The rights granted pursuant to this Article IV shall be deemed contract rights, and no amendmentsamendment, modification or repeal of this Article IV shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding proceedings arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article IV could involve indemnification for negligence or under theories of strict liability.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each 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 Proceedingaction, suit or any appeal in such proceeding, whether civil, criminal, administrative or investigative (hereinafter a Proceeding, or any inquiry or investigation that could lead to such a Proceeding“proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member director or Manager officer of the Company Corporation or while a Member or Manager of the Company is or was serving at the request of the Company Corporation as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, director or similar functionary officer of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorshiptrust or other enterprise, trust, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other enterprise capacity while serving as a director or officer, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the TBOCDGCL, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damagesthereto), finesagainst all expense, settlements liability and reasonable expenses loss (including, without limitation, attorney’s attorneys’ fees, judgments, fines, excise taxes or penalties and amounts paid or to be paid in settlement) actually incurred or suffered by such person indemnitee in connection with such Proceedingtherewith, and such indemnification under this Article shall continue as with respect to a person an indemnitee who has ceased to serve be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal of this Article shall have the effect of limiting or denying any such rights paragraph (B) hereof with respect to actions taken or Proceeding arising prior proceedings to enforce rights to indemnification, the Corporation shall indemnify any such amendment, modification or repealindemnitee in connection with a proceeding initiated by such indemnitee only if such proceeding was authorized by the Board of Directors of the Corporation. It is expressly acknowledged that the The right to indemnification provided conferred in this Article could involve indemnification IX shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL requires, an advancement of expenses incurred by an indemnitee shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for negligence such expenses under this Article IX or under theories of strict liabilityotherwise.

Right to Indemnification. Subject to the limitations and conditions as provided in this ArticleSection VIII, each person natural person, partnership, limited liability company, trust, estate, association, corporation custodian, nominee or any other individual or entity in its own or any representative capacity (“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 arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing (hereinafter a “Proceeding”), or any appeal in such a Proceeding, 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 Person of whom he or she which such Person is the legal representative, is or was a Member Member, manager, director or Manager of the Company or while officer or, in each case, a Member or Manager of the Company is or was serving at the request of the Company as a Managerrepresentative thereof, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Company to the fullest extent permitted by the TBOCapplicable law, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorney’s reasonable attorneys’ and experts’ fees) actually incurred by such person Person in connection with such Proceeding, and appeal, inquiry or investigation (each a “Loss”), unless (in the case of a director or officer) such Loss 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 to the extent resulting from such gross negligence, fraud or intentional misconduct Indemnification under this Article Section VIII shall continue as to a person Person who has ceased to serve in the capacity which initially entitled such person Person to indemnity hereunder. The rights granted pursuant to this Article Section VIII shall be deemed contract rights, and no amendmentsamendment, modification or repeal of this Article Section VIII shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding Proceedings, appeals; inquiries or investigations arising prior to any such amendment, modification or repeal. It is expressly acknowledged that Notwithstanding anything in this Section 8.1 to the contrary, the indemnification provided in by this Article could involve indemnification for negligence Section 8.1 shall only apply to Proceedings brought by third party claimants against such Member, director or under theories of strict liabilityofficer and not Proceedings brought by the Company against such Member; director or officer.

Right to Indemnification. Subject to the limitations and conditions as provided The provision in this ArticleARTICLE VIII that an “officer” shall be indemnified and held harmless by the Corporation is intended to mean an “Elected Officer.” Accordingly, each the term “officer” in ARTICLE VIII shall mean “Elected Officer” as such term is defined in ARTICLE IV, Section 1 of the Bylaws of the Corporation. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any Proceedingaction, suit or any appeal in such proceeding, whether civil, criminal, administrative or investigative (hereinafter a Proceeding, or any inquiry or investigation that could lead to such a Proceeding“proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member director or Manager an officer of the Company Corporation or while a Member such director or Manager officer of the Company Corporation is or was serving at the request of the Company Corporation as a Manager, director, officer, partnermanager, ventureremployee, proprietoragent or trustee of another corporation or of a partnership, trusteelimited liability company joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is an alleged action in an official capacity as a director, officer, manager, employee, agent, trustee or similar functionary of another foreign in any other capacity while serving as a director, officer, manager, employee, agent or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise trustee shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the TBOCDelaware General Corporation Law, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said such law permitted the Company Corporation to provide prior to such amendment) ), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including, without limitation, attorney’s feesamounts paid in settlement) actually reasonably incurred or suffered by such person indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this Article VIII with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such Proceeding, and indemnification under this Article shall continue as to a person who has ceased to serve in indemnitee only if such proceeding (or part thereof) was authorized by the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal Board of this Article shall have Directors of the effect of limiting or denying any such rights with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilityCorporation.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each 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 Proceedingaction, suit or any appeal in such proceeding, whether civil, criminal, administrative or investigative (a Proceeding, or any inquiry or investigation that could lead to such a Proceeding, "proceeding") by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member director or Manager officer of the Company or corporation or, while a Member director or Manager officer of the Company corporation, is or was serving at the request of the Company corporation as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, employee or similar functionary agent of another foreign corporation (including any subsidiary of the corporation) or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorshiptrust or other enterprise, trust, including service with respect to an employee benefit plan (an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other enterprise capacity while serving as a director or officer, shall be indemnified and held harmless by the Company corporation to the fullest extent permitted authorized by the TBOCDelaware General Corporation Law, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company corporation to provide for broader indemnification rights than said law permitted as of the Company to provide prior to such amendment) date this First Restated Certificate of Incorporation is filed with the State of Delaware), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorney's fees, judgments, fines, settlements excise taxes or penalties and reasonable amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee's heirs, executors and administrators; provided, however, that except as provided in Section 11.3 below, with respect to proceedings to enforce rights to indemnification, the corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board. The right to indemnification conferred in this Section 11.2 shall be a contract right and shall include the obligation of the corporation to pay the expenses incurred in defending any such proceeding in advance of its final disposition (an "advance of expenses"); provided, however, that if and to the extent that the Board requires, an advance of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, attorney’s feesservice to an employee benefit plan) actually incurred shall be made only upon delivery to the corporation of an undertaking (an "undertaking"), by or on behalf of such person in connection with indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a "final adjudication") that such Proceeding, and indemnification indemnitee is not entitled to be indemnified for such expenses under this Article shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunderSection 11.2 or otherwise. The rights granted pursuant corporation may, by action of its Board, provide indemnification to this Article shall be deemed contract rights, employees and no amendments, modification agents of the corporation with the same or repeal lesser scope and effect as the foregoing indemnification of this Article shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilitydirectors and officers.

Right to Indemnification. Subject to the limitations and conditions as provided in this ArticleArticle VI, each person 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 arbitrative (a “Proceeding”), or any appeal in such a Proceeding, 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 Person of whom he or she which such Person is the legal representative, is or was a Member Member, a Manager or Manager an Officer, the Tax Matters Representative or an officer or member of the Company or while board of a Member or Manager of the Company is or was serving at the request of the Company as a ManagerSubsidiary, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Company to the fullest extent permitted by the TBOCapplicable law, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorney’s including reasonable attorneys’ and experts’ fees) actually incurred by such person Person in connection with such Proceeding, and appeal, inquiry or investigation (“Damages”), unless such Damages shall have been the result of gross negligence, fraud or willful misconduct by such Person, in which case such indemnification shall not cover such Damage to the extent resulting from such gross negligence, fraud or willful misconduct. Indemnification under this Article VI shall continue as to a person Person who has ceased to serve in the capacity which initially entitled such person Person to indemnity hereunder. The rights granted pursuant to this Article VI shall be deemed contract rights, and no amendmentsamendment, modification or repeal of this Article VI shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding Proceedings, appeals, inquiries or investigations arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liability.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any Proceedingaction, suit or any appeal in such proceeding, whether civil, criminal, administrative or investigative (hereinafter a Proceeding, or any inquiry or investigation that could lead to such a Proceeding“proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member director or Manager an officer of the Company or Corporation or, while a Member director or Manager officer of the Company Corporation, is or was serving at the request of the Company Corporation as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, agent or similar functionary trustee of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorshiptrust or other enterprise, trust, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, agent or trustee or in any other enterprise capacity while serving as a director, officer, employee, agent or trustee, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted by the TBOCDelaware law, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said such law permitted the Company Corporation to provide prior to such amendment) ), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including, without limitation, attorney’s feesamounts paid in settlement) actually and reasonably incurred or suffered by such person indemnitee in connection therewith; provided, however, that, except as provided in Section 7.03 with respect to proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such Proceeding, and indemnification under indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors. Any reference to an officer of the Corporation in this Article shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article VII shall be deemed contract rightsto refer exclusively to the Chief Executive Officer, President, Chief Financial Officer, Chief Legal Officer or General Counsel and Secretary of the Corporation appointed pursuant to Article IV of these Bylaws, and no amendmentsto any Vice President, modification Assistant Secretary, Assistant Treasurer or repeal other officer of the Corporation appointed by the Board of Directors pursuant to Article IV of these Bylaws, and any reference to an officer of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and bylaws or equivalent organizational documents of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The fact that any person who is or was an employee of the Corporation or an employee of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, but not an officer thereof as described in the preceding sentence, has been given or has used the title of “Vice President” or any other title that could be construed to suggest or imply that such person is or may be such an officer of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall not result in such person being constituted as, or being deemed to be, such an officer of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for purposes of this Article shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilityVII.

Right to Indemnification. Subject Notwithstanding anything herein to the limitations contrary, Seller shall not be obligated to indemnify Parent and Buyer under this Article 10 unless the aggregate of all Damages to Parent and Buyer collectively exceed Twenty-Five Thousand Dollars ($25,000) (the “Seller’s Basket”), in which case Parent and Buyer shall be entitled to recover all Damages, including the amount equal to the Seller’s Basket; provided, however, that the Seller’s Basket shall not apply to any Damages relating to Taxes. The maximum aggregate liability of Seller for indemnification payable under this Agreement shall not exceed the payments and consideration that Seller is entitled to receive from Buyer in accordance with terms and conditions as provided in of this ArticleAgreement, each person who was or is made a party or is threatened to be made a party to or is involved in any 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 of whom he or she is the legal representative, is or was a Member or Manager of the Company or while a Member or Manager of the Company is or was serving at the request of the Company as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Company to the fullest extent permitted by the TBOC, as the same exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorney’s fees) actually incurred by such person the closing cash payment of $1,000,000 (minus any Liabilities that Seller identifies in connection Schedule 7.10 as being satisfied and discharged with such Proceedingclosing cash payment on the Closing Date), the Milestone Payment, the royalties payable to Seller pursuant to Section 2.3 of this Agreement and indemnification under the Warrant(s) (or other consideration) issuable to Seller pursuant to Section 2.4 of this Article Agreement; provided, however, that nothing shall continue as limit Buyer or Parent’s respective rights to a person who has ceased temporary restraining order or preliminary or permanent injunctive relief to serve in the capacity which initially entitled such person to indemnity hereunderenjoin any breach or threatened breach hereof. The rights granted pursuant right to this Article shall indemnification, payment of Damages or other remedy based on the representations, warranties, covenants and obligations of the Indemnitor contained herein will not be deemed contract rightsaffected by any investigation or diligence conducted by the Indemnitee with respect to, or any knowledge acquired (or capable of being acquired) by the Indemnitor, at any time whether before or after the executed and no amendments, modification or repeal delivery of this Article shall have Agreement or the effect of limiting or denying any such rights Closing Date, with respect to actions taken the accuracy or Proceeding arising prior to inaccuracy of or compliance with, any such amendmentrepresentation, modification warranty, covenant or repealobligation. It is expressly acknowledged that In determining the indemnification provided amount of any indemnity, there shall be taken into account any insurance proceeds or other similar recovery or offset realized, directly or indirectly, by the party to be indemnified. In no event shall any Tax benefit obtained or obtainable by the Indemnitee be taken into account in this Article could involve indemnification determining the amount of Damages, and all Damages shall be increased to take account of any Tax cost incurred by the Indemnitee arising from receipt or accrual of indemnity payments (grossed up for negligence or under theories of strict liabilitysuch increase).

Right to Indemnification. Subject A director of the corporation shall not be personally liable to the limitations and conditions corporation or its shareholders for monetary damages for breach of fiduciary duty as provided a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 8.65 of the IBCA, or (iv) for any transaction from which the director derived an improper personal benefit. If the IBCA is amended to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of a director or the corporation shall be eliminated or limited to the full extent permitted under the IBCA, as so amended. Any repeal or modification of this ArticleArticle 7, each Paragraph 1 by the shareholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification. The corporation shall indemnify any person who was or is made a party party, or is threatened to be made a party to any threatened, pending or is involved completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in any Proceeding, or any appeal in such a Proceeding, or any inquiry or investigation that could lead to such a Proceeding, the right of the corporation) by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member director or Manager officer of the Company corporation, or while a Member or Manager of the Company is or was serving at the request of the Company corporation as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, director or similar functionary officer of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan trust or other enterprise shall be indemnified by the Company to the fullest extent permitted by the TBOCenterprise, as the same exist or may hereafter be amended against expenses (butincluding attorney's fees), in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise fines and similar taxes amounts paid in settlement actually and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorney’s fees) actually reasonably incurred by such person him in connection with such Proceedingaction, suit or proceeding, if he acted in good faith and indemnification under this Article shall continue as in a manner he reasonably believed to a person who has ceased be in, or not opposed to serve in be the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rightsbest interests of the corporation, and no amendmentsand, modification or repeal of this Article shall have the effect of limiting or denying any such rights with respect to actions taken any criminal action or Proceeding arising prior proceeding, has no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to be the best interests of the corporation, or, with respect to any such amendmentcriminal action or proceeding, modification or repeal. It is expressly acknowledged had reasonable cause to believe that the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilityhis conduct was unlawful.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any Proceedingaction, suit or any appeal in such proceeding, whether civil, criminal, administrative or investigative (hereinafter a Proceeding, or any inquiry or investigation that could lead to such a Proceeding“proceeding”), by reason of the fact that he or she, she or a person 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 or, while serving as a director or officer, is or was a Member serving or Manager of the Company or while a Member or Manager of the Company is or was serving has agreed to serve at the request of the Company Corporation as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, agent or similar functionary trustee of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorshiptrust or other enterprise, trust, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is action alleged to have been taken or omitted in an official capacity as a director or officer, or in any other enterprise capacity while serving or having agreed to serve as a director, officer, employee, agent or trustee, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the TBOCDGCL, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said such law permitted the Company Corporation to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), finesagainst all expense, settlements liability and reasonable expenses loss (including, without limitation, attorney’s attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) actually reasonably incurred or suffered by such person indemnitee in connection therewith; provided, however, that, except as provided in Section (d) of this Article SEVENTH with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such Proceeding, and indemnification under this Article shall continue as to a person who has ceased to serve in indemnitee only if such proceeding (or part thereof) was authorized by the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal Board of this Article shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilityDirectors.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any Proceedingaction, suit or any appeal in such proceeding, whether civil, criminal, administrative or investigative (hereinafter a Proceeding, or any inquiry or investigation that could lead to such a Proceeding“proceeding”), by reason of the fact that he or she, she or a person 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 or, while serving as a director or officer, is or was a Member serving or Manager of the Company or while a Member or Manager of the Company is or was serving has agreed to serve at the request of the Company Corporation as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, agent or similar functionary trustee of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorshiptrust or other enterprise, trust, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is action alleged to have been taken or omitted in an official capacity as a director or officer, or in any other enterprise capacity while serving or having agreed to serve as a director, officer, employee, agent or trustee, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the TBOCDGCL, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said such law permitted the Company Corporation to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), finesagainst all expense, settlements liability and reasonable expenses loss (including, without limitation, attorney’s attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) actually reasonably incurred or suffered by such person indemnitee in connection therewith; provided, however, that, except as provided in Section 6.04 of this Article VI with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such Proceeding, and indemnification under this Article shall continue as to a person who has ceased to serve in indemnitee only if such proceeding (or part thereof) was authorized by the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal Board of this Article shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilityDirectors.

Right to Indemnification. Subject to the limitations and conditions as provided in this ArticleArticle VII, each person 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, arbitrative (hereinafter a “Proceeding”), or any appeal in such a Proceeding, 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 Person of whom he or she is the legal representative, is or was a Member Unitholder, Manager, Officer or Manager other employee of the Company LLC, or while a Member Unitholder, Manager, Officer or Manager employee of the Company LLC is or was serving at the request of the Company LLC as a Managermanager, director, officer, partner, venturer, proprietor, trustee, employee, agent, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Company LLC to the fullest extent permitted by the TBOCDelaware Act, as the same exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company LLC to provide broader indemnification rights than said law permitted the Company LLC to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorney’s including attorneys’ fees) actually incurred by such person Person in connection with such Proceeding, 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 Person to indemnity hereunder. The rights granted pursuant to this Article VII shall be deemed contract rights, and no amendmentsamendment, modification or repeal of this Article VII shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding Proceedings arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article VII could involve indemnification for negligence or under theories of strict liability.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each 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, 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 of whom he or she is the legal representative, is or was a Member director or Manager officer of the Company Corporation or while a Member or Manager of the Company is or was serving at the request of the Company Corporation as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, employee or similar functionary agent of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorshiptrust or other enterprise, trust, including service with respect to an employee benefit plan (hereinafter, an "Indemnitee"), whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other enterprise capacity while serving as a director, officer, employee or agent shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the TBOCDelaware General Corporation Law, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) thereto), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys' fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including, without limitation, attorney’s feesamounts paid in settlement) actually reasonably incurred or suffered by such person Indemnitee in connection with therewith and such Proceeding, and indemnification under this Article shall continue as to a person an Indemnitee who has ceased to serve be a director, officer, employee or agent and shall inure to the benefit of the Indemnitee's heirs, executors and administrators; PROVIDED, HOWEVER, that, except as provided in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal Section 3 of this Article shall have the effect of limiting or denying any such rights IV with respect to actions taken or Proceeding arising prior Proceedings to enforce rights to indemnification, the Corporation shall indemnify any such amendment, modification Indemnitee in connection with a Proceeding (or repeal. It is expressly acknowledged that part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the indemnification provided in this Article could involve indemnification for negligence or under theories Board of strict liabilityDirectors of the Corporation.

Right to Indemnification. Subject to the limitations and conditions as provided in this ArticleArticle VII, each person Person (an “Indemnified 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, arbitrative (hereinafter a “Proceeding”), or any appeal in such a Proceeding, 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 Person of whom he or she is the legal representative, is or was a Member Unitholder, Manager or Manager of the Company Officer, or while a Member Unitholder, Manager or Manager of the Company Officer is or was serving at the request of the Company LLC as a Managermanager, director, officer, partner, venturer, proprietor, trustee, employee, agent, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise enterprise, shall be indemnified by the Company LLC to the fullest extent permitted by the TBOCDelaware Act, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company LLC to provide broader indemnification rights than said law permitted the Company LLC to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorney’s including attorneys’ fees) actually incurred by such person Indemnified Person in connection with such Proceeding, and indemnification under this Article VII shall continue as to a person an Indemnified Person who has ceased to serve in the capacity which initially entitled such person Indemnified Person to indemnity hereunder. The rights granted pursuant to this Article VII shall be deemed contract rights, and no amendmentsamendment, modification or repeal of this Article VII shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding Proceedings arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article VII could involve indemnification for negligence or under theories of strict liability. The Indemnified Persons are intended express third party beneficiaries of, and shall be entitled to enforce the provisions of this Article VII.

Right to Indemnification. Subject In connection with the Company's registration of Registrable Shares pursuant to this Agreement, the limitations Company will indemnify and conditions hold harmless each Holder (which for purposes of only this Section 10 includes such Holder's respective affiliates, partners, principals, officers, directors, managers, members, employees, independent contractors, agents, underwriters, representatives, and other similarly situated parties, and the successors, heirs and personal representatives of any of them) (collectively, the "Holder Indemnified Parties") from and against any and all losses, claims, damages, expenses or liabilities, joint or several, to which such Holder becomes subject under the Securities Act, applicable state securities laws or under any other statute or at common law or otherwise, as provided incurred, and, except as hereinafter provided, will reimburse each such Holder, if any, for any legal or other expenses reasonably incurred by such Holder in this Articleconnection with investigating or defending any actions whether or not resulting in any liability, each person who was as incurred, insofar as such losses, claims, damages, expenses, liabilities or is made actions arise out of or are based upon any untrue statement or alleged untrue statement of a party material fact contained in the registration statement, in any preliminary or is threatened amended preliminary prospectus or in the final prospectus (or the registration statement or prospectus as from time to time amended or supplemented by the Company) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be made a party stated therein or necessary in order to or is involved in any Proceedingmake the statements therein not misleading, or any appeal in such a Proceeding, violation by the Company of any rule or regulation promulgated under the Securities Act or any inquiry state securities laws applicable to the Company and relating to action or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member or Manager inaction required of the Company in connection with such registration, unless (a) such untrue statement or while a Member alleged untrue statement or Manager of omission or alleged omission was made in such registration statement, preliminary or amended preliminary prospectus or final prospectus in reliance upon and in conformity with information furnished in writing to the Company is or was serving at the request of the Company as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agentin connection therewith by such Holder expressly for use therein, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Company to the fullest extent permitted by the TBOC, as the same exist or may hereafter be amended unless (but, b) in the case of a sale directly by such Holder, such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus copies of which were delivered to such Holder on a timely basis, and such Holder failed to deliver a copy of the final or amended prospectus at or prior to the confirmation for the sale of the Registrable Shares to the person asserting any such amendmentloss, only to claim, damage or liability in any case where such delivery is required by the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorney’s fees) actually incurred by such person in connection with such Proceeding, and indemnification under this Article shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal of this Article shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilitySecurities Act.

Right to Indemnification. Subject to the limitations and conditions as provided in this ArticleArticle VIII, each person Person who was or is made a party or is threatened to be made a party to any threatened, pending or is involved in any Proceedingcompleted action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, or any appeal in such a Proceeding, proceeding or any inquiry or investigation that could lead to such a proceeding (any such proceeding, appeal, inquiry or investigation being hereinafter called a “Proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, such Person (a) is or was a the Member or Manager a Director or is or was serving as an Officer of the Company or (b) while a the Member or Manager a Director or a Person serving as an Officer of the Company is or was serving at the written request of the Company as a Managermanager, member, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar official or functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise enterprise, shall be indemnified by the Company to the fullest extent that would be permitted by the TBOC, General Corporation Law of the State of Delaware (“DGCL”) as the same exist exists or may hereafter be amended (but, but in the case of any such amendment, only to the extent that such amendment permits the Company to provide provides broader indemnification rights than said law permitted were provided by the Company to provide DGCL prior to such amendment) if the Company were a corporation organized under the DGCL and the Member or Director were a director of such a corporation and each such Officer were an officer of such a corporation, against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorney’s attorneys’ fees) actually incurred by such person Person in connection with such Proceeding, and 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 Person to indemnity hereunderhereunder with respect to actions or omissions prior to such cessation and shall inure to the benefit of the heirs, executors and administrators of such Person. The rights granted pursuant to this Article VIII shall be deemed contract rights, and no amendmentsamendment, modification or repeal of this Article VIII shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding omissions or Proceedings arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article VIII could involve indemnification for negligence or liabilities under theories of strict liability. Notwithstanding any other provision of this Article VIII, no Person shall be entitled to indemnification or advancement of expenses under this Article VIII with respect to any Proceeding (or any claim in any Proceeding) initiated or made by such Person without the express prior approval of the Board. Notwithstanding any other provision of this Article VIII, and in addition to the other limitations on indemnification under the DGCL incorporated herein as aforesaid, no Person shall be entitled to indemnification under this Article VIII against judgments, penalties, fines, settlements and expenses to the extent they result from actions or omissions involving gross negligence or willful misconduct on the part of such Person.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each Each person who was or is made a party or is threatened to be made a party to or is involved in any Proceedingaction, suit or any appeal in such proceeding, whether civil, criminal, administrative or investigative (a Proceeding, or any inquiry or investigation that could lead to such a Proceeding“proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member director or Manager officer of the Company corporation or while a Member or Manager of the Company is or was serving at the request of the Company corporation as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, employee or similar functionary agent of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorshiptrust or other enterprise, trustincluding service with respect to employee benefit plans, whether the basis of such proceeding is alleged action or inaction in an official capacity or in any other capacity while serving as director, officer, employee benefit plan or other enterprise agent, shall be indemnified and held harmless by the Company corporation to the fullest extent permitted by the TBOCGeneral Corporation Law of Delaware, as the same exist or may hereafter be amended (butfrom time to time, in the case of any such amendmentagainst all costs, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgmentscharges, penalties expenses, liabilities and losses (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including, without limitation, attorney’s feesamounts paid or to be paid in settlement) actually reasonably incurred or suffered by such person in connection with such Proceedingtherewith, and that indemnification under this Article shall continue as to a person who has ceased to serve be a director, officer, employee or agent and shall inure to the benefit of his heirs, executors and administrators; provided, however, that, except as provided in section 6.2, the capacity which initially entitled corporation shall indemnify any such person to indemnity hereunderseeking 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. The rights granted pursuant right to this Article indemnification conferred in these by-laws shall be deemed a contract rights, right and no amendments, modification or repeal of this Article shall have include the effect of limiting or denying right to be paid by the corporation the expenses incurred in defending any such rights proceeding in advance of its final disposition; provided, however, that, if the General Corporation Law of Delaware, as amended from time to time, requires, the payment of such expenses incurred by a director or officer in his capacity as a director or officer (and not in any other capacity in which service was or is rendered by that person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced, if it shall ultimately be determined that such director or officer is not entitled to be indemnified under these by-laws or otherwise. The corporation may, by action of its Board, provide indemnification to employees and agents of the corporation with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the same scope and effect as the foregoing indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilitydirectors and officers.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any Proceedingaction, suit or any appeal in such proceeding, whether civil, criminal, administrative or investigative (hereinafter a Proceeding, or any inquiry or investigation that could lead to such a Proceeding“proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member director or Manager officer of the Company Corporation or while a Member or Manager of the Company is or was serving at the request of the Company Corporation as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, employee or similar functionary agent of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorshiptrust or other enterprise, trust, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other enterprise capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the TBOCGeneral Corporation Law of the State of Delaware, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said such law permitted the Company Corporation to provide prior to such amendment) ), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in subsection (b) hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section 8 shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”), provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, attorney’s feesservice to an employee benefit plan) actually incurred shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such person in connection with indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such Proceeding, and indemnification indemnitee is not entitled to be indemnified for such expenses under this Article shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification Section 8 or repeal of this Article shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilityotherwise.

Right to Indemnification. Subject The Corporation shall indemnify to the limitations and conditions fullest extent permitted by the DGCL, as provided in this Articleit now exists or may be amended, each person any current or former director or officer of the Corporation who was is made, or is made a party or is threatened to be made made, a party to or is otherwise involved in any Proceedingan action, suit or any appeal proceeding, whether civil, criminal, administrative, investigative or other (including an action, suit or proceeding by or in such the right of the Corporation) (collectively, a Proceeding, or any inquiry or investigation that could lead to such a Proceeding“proceeding”), by reason of the fact that he or she, or a such person of whom he or she is the legal representative, is or was a Member director or Manager officer of the Company Corporation or while a Member an administrator or Manager fiduciary with respect to any employee benefit plan of the Company is Corporation, or was serving serves or served at the request of the Company Corporation as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, employee or agent, or similar functionary as an administrator or fiduciary of an employee benefit plan, of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan trust or other enterprise shall be indemnified by the Company to the fullest extent permitted by the TBOC, as the same exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendmenta “beneficiary”) against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements Employee Retirement Income Security Act of 1974 (or comparable non-U.S. law) excise taxes or penalties and reasonable expenses (including, without limitation, attorney’s feesamounts paid in settlement) actually reasonably incurred or suffered by such person beneficiary in connection therewith; except that the Corporation shall indemnify any such beneficiary in connection with a proceeding (or part thereof) initiated by such Proceeding, and indemnification beneficiary only if such proceeding (or part thereof) was authorized by the Board or is initiated to enforce a beneficiary’s rights under this Article shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunderSection 8.1 or Section 8.2. The rights granted pursuant No amendment to this Article shall be deemed contract rights, and no amendments, modification or repeal of this Article 8 that limits the Corporation’s obligation to indemnify any person shall have the any effect of limiting on such obligation for any act or denying any such rights with respect to actions taken or Proceeding arising omission that occurs prior to any such amendment, modification the later of the effective date of the amendment or repeal. It the date notice of the amendment is expressly acknowledged that given to the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilityperson.

Right to Indemnification. Subject to the limitations The Issuer shall indemnify and conditions as provided in this Articlehold harmless, each person who was or is made a party or is threatened to be made a party to or is involved in any 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 of whom he or she is the legal representative, is or was a Member or Manager of the Company or while a Member or Manager of the Company is or was serving at the request of the Company as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Company to the fullest extent permitted by the TBOC, applicable law as the same exist it presently exists or may hereafter be amended amended, each Shareholder, its Affiliates and its direct and indirect partners (butincluding partners of partners and shareholders and members of partners), in members, shareholders, managers, directors, officers, employees and agents and each Person who controls any of them within the case meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Covered Persons”) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees) sustained or suffered by any such Covered Person based upon, relating to, arising out of, or by reason of any third party or governmental claims relating to such amendmentCovered Person’s status as a shareholder or controlling person of the Issuer (including any and all losses, only claims, damages or liabilities under the Securities Act, the Exchange Act or other U.S. federal or state statutory law or regulation, at common law or otherwise, which relate directly or indirectly to the extent that such amendment permits registration, purchase, sale or ownership of any Equity Securities of the Company Issuer or to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damagesany fiduciary obligation owed with respect thereto), fines, settlements and reasonable expenses (including, without limitation, attorney’s fees) actually incurred by such person including in connection with any third party or governmental action or claim relating to any action taken or omitted to be taken or alleged to have been taken or omitted to have been taken by any Covered Person as a shareholder or controlling person, including claims alleging so-called control person liability or securities law liability (any such Proceedingclaim, and indemnification under this Article shall continue a “Claim”). Notwithstanding the preceding sentence, except as to a person who has ceased to serve otherwise provided in Section 4.3, the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article Issuer shall be deemed contract rights, and no amendments, modification required to indemnify a Covered Person in connection with a Claim (or repeal part thereof) commenced by such Covered Person only if the commencement of this Article shall have such Claim (or part thereof) by the effect Covered Person was authorized by the Board of limiting or denying any such rights with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilityDirectors.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each Each person who was or is made a party or is threatened to be made a party to or is involved in any Proceedingaction, suit or any appeal in such a Proceedingproceeding, whether civil, criminal, administrative or any inquiry or investigation that could lead to such a Proceedinginvestigative (“proceeding”), by reason of the fact that he or she, she or a person of whom he or she is the legal representative, is or was a Member director or Manager officer of the Company corporation or while a Member or Manager of the Company is or was serving at the request of the Company corporation as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agentdirector or officer of another corporation, or similar functionary as a controlling person of another foreign or domestic limited liability company, corporation, a partnership, joint venture, sole proprietorshiptrust or other enterprise, trust, including service with respect to employee benefit plan plans, whether the basis of such proceeding is alleged action in an official capacity as a director or officer, or in any other enterprise capacity while serving as a director or officer, shall be indemnified and held harmless by the Company corporation to the fullest extent permitted authorized by the TBOCDelaware General Corporation Law, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company corporation to provide broader indemnification rights than said law Law permitted the Company corporation to provide prior to such amendment) against judgmentsall expenses, penalties (including excise liability and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorney’s fees) actually loss reasonably incurred or suffered by such person in connection with therewith and such Proceeding, and indemnification under this Article shall continue as to a person who has ceased to serve be a director or officer and shall inure to the benefit of his or her heirs, executors and administrators; provided , however , that except as provided in Section 7.2 of this Article VII, the corporation shall indemnify any such person seeking indemnity in connection with a proceeding (or part thereof) initiated by such person only if (a) such indemnification is expressly required to be made by law, (b) the proceeding (or part thereof) was authorized by the Board of Directors of the corporation, (c) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the capacity which initially entitled such person corporation under the Delaware General Corporation Law, or (d) the proceeding (or part thereof) is brought to establish or enforce a right to indemnification or advancement under an indemnity hereunderagreement or any other statute or law or otherwise as required under Section 145 of the Delaware General Corporation Law. The rights granted pursuant to this Article hereunder shall be deemed contract rights, rights and no amendments, modification or repeal of this Article shall have include the effect of limiting or denying right to be paid expenses incurred in defending any such rights with respect to actions taken or Proceeding arising prior to any such amendmentproceeding in advance of its final disposition; provided , modification or repeal. It is expressly acknowledged however , that the indemnification provided payment of such expenses incurred by a director or officer of the corporation in his or her capacity as a director or officer (and not in any other capacity in which service was or is tendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of such proceeding, shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it should be determined ultimately 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 Article could involve indemnification for negligence Section or under theories of strict liabilityotherwise.

Right to Indemnification. Subject to the limitations The Company shall indemnify, hold harmless, reimburse and conditions as provided in this Article, each person who was or is made a party or is threatened to be made a party to or is involved in any 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 of whom he or she is the legal representative, is or was a Member or Manager of the Company or while a Member or Manager of the Company is or was serving at the request of the Company as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Company pay to the fullest extent permitted by the TBOC, applicable law as the same exist it presently exists or may hereafter be amended amended, Ares, each Stockholder (but, in the case of any such amendment, only to the extent that such amendment permits other than Oaktree) and its respective Affiliates (other than the Company to provide broader indemnification rights than said law permitted and its Subsidiaries) and direct and indirect partners (including partners of partners and stockholders and members of partners), members, stockholders, managers, directors, officers, employees and agents and each Person who controls any of them within the Company to provide prior to such amendmentmeaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Covered Persons”) from and against any and all losses, claims, damages, liabilities, expenses (including the cost of investigation and defense and reasonable attorneys’ fees and expenses), judgments, penalties penalties, fines and amounts paid in settlement (including excise interest, assessments and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorney’s fees) actually incurred by such person other charges paid or payable in connection with or in respect of such Proceedinglosses, claims, damages, liabilities, expenses, judgments, penalties, fines and indemnification under this Article shall continue as to a person who has ceased to serve amounts paid in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rightssettlement) (collectively, and no amendments, modification “Losses”) sustained or repeal of this Article shall have the effect of limiting or denying suffered by any such rights Covered Person based upon, relating to, arising out of, or by reason of any third party or governmental claims actions, suits, proceedings, whether civil, criminal, administrative or investigative, relating to such Covered Person’s status as a stockholder or controlling person of the Company (including any and all losses, claims, damages or liabilities under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, which relate directly or indirectly to the registration, purchase, sale or ownership of any equity securities of the Company or to any fiduciary obligation or other duty owed (or purportedly owed) by any Covered Person in its capacity as such), including in connection with respect any third party or governmental claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, relating to actions any action taken or Proceeding arising prior omitted to be taken or alleged to have been taken or omitted to have been taken by any Covered Person as a stockholder or controlling person, including claims alleging so-called control person liability or securities law liability (any such amendmentclaim, modification action, suit or repealproceeding, a “Claim”). It is expressly acknowledged that For the avoidance of doubt, (i) the foregoing indemnification rights shall not apply to Oaktree and (ii) Oaktree shall remain entitled to the indemnification provided provisions set forth in this Article could involve indemnification for negligence or under theories VI of strict liabilitythe August 2019 XXX.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, The Company will indemnify each person Person who was has been or is made a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is involved by or in any Proceeding, the right of the Company or any appeal in such a Proceeding, or any inquiry or investigation that could lead to such a Proceeding, by third parties) by reason of the fact that he or she, or a person of whom he or she is the legal representative, such Person is or was a Member Member, Director or Manager officer of the Company Company, or while a Member or Manager of the Company is or was serving at the request of the Company as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, officer or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or in any other enterprise shall be indemnified by the Company to the fullest extent permitted by the TBOC, as the same exist or may hereafter be amended (but, in the case comparable position of any such amendmentOther Enterprise, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against all liabilities and expenses, including judgments, penalties (including amounts paid in settlement, attorneys’ fees, ERISA excise taxes or penalties, fines and similar taxes other expenses, actually and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorney’s fees) actually reasonably incurred by such person Person in connection with such Proceedingaction, and indemnification under this Article shall continue as suit or proceeding (including the investigation, defense, settlement or appeal of such action, suit or proceeding); provided, however, that the Company will not be required to indemnify or advance expenses to any Person on account of such Person’s conduct that was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct; provided, further, that the Company will not be required to indemnify or advance expenses to any Person in connection with an action, suit or proceeding initiated by such Person unless the initiation of such action, suit or proceeding was authorized in advance by the Board of Directors; provided, further, that a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall Director or officer will be deemed contract rights, and no amendments, modification or repeal of this Article shall have the effect of limiting or denying any such rights with respect to indemnified hereunder only for those actions taken or Proceeding arising prior omitted to be taken by such Director or officer in the discharge of such Director’s or officer’s obligations in connection with the management of the business and affairs of the Company, AHGP or any such amendmentOther Enterprise. The termination of any action, modification suit or repeal. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence proceeding by judgment, order, settlement, conviction or under theories a plea of strict liabilitynolo contendere or its equivalent, will not, of itself, create a presumption that such Person’s conduct was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct. The foregoing right to indemnification will apply to all Persons serving as Directors or officers and to all Persons who serve as a representatives of the Company at any time or who serve at any time at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise. Nothing herein prevents one or more of the Members or AHGP from indemnifying their respective representatives or directors or officers under such Member’s or AHGP’s organizational documents or other agreements. If any Person is entitled to indemnification both from the Company, from a Member or from AHGP, then indemnification would come first from AHGP, then the Company and thereafter from the Member.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each Each person who was or is made a party to or is threatened to be made a party to or is involuntarily involved in any action, suit or proceeding, whether civil, criminal, administrative 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 of whom he or she is the legal representative, is or was a Member director or Manager officer of the Company corporation or while a Member or Manager of the Company is or was serving (during such person’s tenure as director or officer) at the request of the Company as a Managercorporation, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company, any other corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan trust or other enterprise in any capacity, whether the basis of a Proceeding is an alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the Company corporation to the fullest extent permitted authorized by the TBOCCalifornia General Corporation Law, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company corporation to provide broader indemnification rights than said law permitted the Company corporation to provide prior to such amendment) ), against judgmentsall expenses, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements or penalties and reasonable expenses (including, without limitation, attorney’s feesamounts to be paid in settlement) actually reasonably incurred or suffered by such person in connection with therewith. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending a Proceeding in advance of its final disposition; provided, however, that, if California General Corporation Law requires, the payment of such Proceeding, and indemnification expenses in advance of the final disposition of a Proceeding shall be made only upon receipt by 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 Article shall continue as Section or otherwise. No amendment to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal of this Article Section 5.05 shall apply to or have the any effect of limiting or denying on any such rights right to indemnification provided hereunder with respect to actions taken any acts or Proceeding arising omissions occurring prior to any such amendment, modification amendment or repeal. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liability.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each Each person who was or is made a party or is threatened to be made a party to or is involved in any Proceedingaction, suit or any appeal in such proceeding, whether civil, criminal, administrative or investigative (hereinafter a Proceeding, or any inquiry or investigation that could lead to such a Proceeding"proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member director or Manager officer of the Company Corporation or, if a director or while a Member or Manager officer of the Company Corporation, is or was serving at the request of the Company Corporation as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, employee or similar functionary agent of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorshiptrust or other enterprise, trust, including service with respect to employee benefit plan plans, whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other enterprise capacity while serving as a director or officer, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the TBOCDelaware General Corporation Law, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said law permitted the Company Corporation to provide prior to such amendment) ), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys' fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including, without limitation, attorney’s feesamounts paid or to be paid in settlement) actually reasonably incurred or suffered by such person in connection with therewith and such Proceeding, and indemnification under this Article shall continue as to a person who has ceased to serve be a director or officer and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in paragraph B hereof, the capacity which initially entitled Corporation shall indemnify any such person to indemnity hereunderseeking 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 rights granted pursuant right to indemnification conferred in this Article Section shall be deemed a contract rights, right and no amendments, modification or repeal of this Article shall have include the effect of limiting or denying right to be paid by the Corporation the expenses incurred in defending any such rights proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the Corporation with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the same scope and effect as the foregoing indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilitydirectors and officers.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each 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, 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 of whom he or she is the legal representative, is or was a Member or Manager director, officer of the Company Corporation or while a Member or Manager any subsidiary of the Company Corporation or is or was serving at the request of the Company Corporation as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, employee or similar functionary agent of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorshiptrust or other enterprise, trust, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other enterprise capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the TBOCDGCL, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) thereto), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including, without limitation, attorney’s feesamounts paid in settlement) actually reasonably incurred or suffered by such person Indemnitee in connection with therewith and such Proceeding, and indemnification under this Article shall continue as to a person an Indemnitee who has ceased to serve be a director, officer, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal Section D of this Article shall have the effect of limiting or denying any such rights VI with respect to actions taken or Proceeding arising prior Proceedings to enforce rights to indemnification, the Corporation shall indemnify any such amendment, modification Indemnitee in connection with a Proceeding (or repeal. It is expressly acknowledged that part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilityBoard.

Right to Indemnification. Subject to the limitations and conditions as provided in this ArticleSECTION 15, each person Person who was or is made a party or is threatened to be made a party to or is involved in any Proceedingthreatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative hereinafter a "PROCEEDING"), or any appeal in such a Proceeding, 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 Person of whom he or she is the legal representative, is or was a Member Member, manager or Manager officer of the Company Company, or while a Member member, manager or Manager officer of the Company is or was serving at the request of the Company as a Managermanager, director, officer, partner, venturer, proprietor, trustee, employee, agent, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Company to the fullest extent permitted by the TBOCDelaware Act, as the same exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorney’s including attorneys' fees) actually incurred by such person Person in connection with such Proceeding, and indemnification under this Article SECTION 14 shall continue as to a person Person who has ceased to serve in the capacity which initially entitled such person Person to indemnity hereunder. The rights granted pursuant to this Article SECTION 14 shall be deemed contract rights, and no amendmentsamendment, modification or repeal of this Article SECTION 14 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding Proceedings arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article SECTION 14 could involve indemnification for negligence or under theories of strict liability.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each Each person who was or is made a party or is threatened to be made a party to or is involved in any Proceeding, or any appeal in such a Proceeding, or any inquiry or investigation that could lead to such a Proceeding, proceeding by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member director or Manager officer of the Company Corporation or while a Member or Manager of the Company is or was serving at the request of the Company Corporation as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, partner (limited or similar functionary general) or agent of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorshiplimited liability company, trusttrust or other enterprise, including service with respect to an employee benefit plan or other enterprise plan, shall be (and shall be deemed to have a contractual right to be) indemnified and held harmless by the Company Corporation (and any successor to the Corporation by merger or otherwise) to the fullest extent permitted by authorized by, and subject to the TBOCconditions and (except as provided herein) procedures set forth in the DGCL, as the same exist exists or may hereafter be amended (but, in but any such amendment shall not be deemed to limit or prohibit the case rights of indemnification hereunder for past acts or omissions of any such amendment, only to the extent that person insofar as such amendment permits limits or prohibits the Company to provide broader indemnification rights than that said law permitted the Company Corporation to provide prior to such amendment) ), against judgmentsall expenses, penalties liabilities and losses (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements ERISA truces or penalties and reasonable expenses (including, without limitation, attorney’s feesamounts paid or to be paid in settlement) actually reasonably incurred or suffered by such person in connection therewith; provided, however, that the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such Proceedingperson (except for a suit or action pursuant to Section 6.2 hereof) only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. Persons who are not directors or officers of the Corporation and are not so serving at the request of the Corporation may be similarly indemnified in respect of such service to the extent authorized at any time by the Board of Directors of the Corporation. The indemnification conferred in this Section 6.1 also shall include the right to be paid by the Corporation (and such successor) the expenses (including attorneys’ fees) incurred in the defense of or other involvement in any such proceeding in advance of its final disposition; provided, however, that, if and indemnification to the extent the DGCL requires, the payment of such expenses (including attorneys’ fees) incurred by a director or officer in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking by or on behalf of such director or officer to repay all amounts so paid in advance if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article shall continue Section 6.1 or otherwise; and provided further, that, such expenses incurred by other employees and agents may be so paid in advance upon such terms and conditions, if any, as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal Board of this Article shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilityDirectors deems appropriate.

Right to Indemnification. Subject to the limitations and conditions as provided for in this ArticleArticle 8, each person 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 arbitrative (hereinafter a “Proceeding”), or any appeal in such a Proceeding, Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or shehe, or a person Person of whom which he or she is the legal representative, is or was a Member Member, Manager or Officer (or officer or Manager or shareholder of any of the Company or while a Member or Manager of the Company is or was serving at the request of the Company as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise foregoing) shall be indemnified by the Company to the fullest extent permitted by the TBOCapplicable law, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) ), against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorney’s fees) reasonable attorneys’ fees incurred in connection with any such Proceeding or any action by a Person to enforce its rights under this Article 8) actually incurred by such person Person in connection with such Proceeding, appeal, inquiry or investigation, except to the extent that any such judgments, penalties, fines, settlements and expenses shall have been the result of gross negligence, fraud or intentional misconduct of the Person otherwise entitled to indemnification. The indemnification under this Article 8 shall continue as to a person Person who has ceased to serve in the capacity which initially entitled such person Person to indemnity hereunder. The rights granted pursuant to this Article 8 shall be deemed contract rights, and no amendmentsamendment, modification or repeal of this Article 8 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding Proceedings, appeals, inquiries or investigations arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article 8 could involve indemnification for negligence or under theories of strict liability.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each Each 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 Proceedingthreatened, pending or any appeal in such completed action, suit, claim or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (a Proceeding, or any inquiry or investigation that could lead to such a Proceeding“proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member director or Manager officer of the Company Corporation or, that being or while having been a Member director or Manager officer of the Company Corporation, he or she is or was serving at the request of the Company Corporation as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, employee or similar functionary agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise (an “indemnitee”), whether the basis of a proceeding is alleged action in an official capacity or in any other capacity while serving as a director, officer, partner, trustee, employee or agent, shall be indemnified and held harmless by the Company to the fullest extent permitted by the TBOCCorporation against all losses, as the same exist claims, damages (compensatory, exemplary, punitive or may hereafter be amended (butotherwise), in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties liabilities and expenses (including excise and similar taxes and punitive damages)attorneys’ fees, costs, judgments, fines, settlements XXXXX excise taxes or penalties, amounts to be paid in settlement and reasonable expenses (including, without limitation, attorney’s feesany other expenses) actually and reasonably incurred or suffered by such person the indemnitee in connection with such Proceedingthe proceeding, and the indemnification under this Article shall continue as to a person an indemnitee who has ceased to serve be a director or officer of the Corporation or a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Except as provided in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal Section 4 of this Article shall have the effect of limiting or denying any such rights IX with respect to actions taken proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify the indemnitee in connection with a proceeding (or Proceeding arising prior part of a proceeding) initiated by the indemnitee only if a proceeding (or part of a proceeding) was authorized or ratified by the Board. The right to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided conferred in this Article could involve IX shall be a contract right. The intent of this Article IX is to grant each indemnitee the maximum indemnification for negligence or under theories and advancement of strict liabilityexpenses as allowed by law.

Right to Indemnification. Subject to the limitations and conditions as provided in Section 10 of this ArticleAgreement, each person 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, arbitrative or investigative (hereinafter a "Proceeding"), or any appeal in such a Proceeding, 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 Person of whom he or she is the legal representative, is or was a Member or Manager Representative of the Company or while a Member or Manager Representative of the Company is or was serving at the request of the Company as a ManagerRepresentative, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Company to the fullest extent permitted by the TBOCAct, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorney’s attorneys' fees) actually incurred by such person Person in connection with such Proceeding, and indemnification under Section 10 of this Article Agreement shall continue as to a person Person who has ceased to serve in the capacity which initially entitled such person Person to indemnity hereunder. The rights granted pursuant to Section 10 of this Article Agreement shall be deemed contract rights, and no amendmentsamendment, modification or repeal of Section 10 of this Article Agreement shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding Proceedings arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in Section 10 of this Article Agreement could involve indemnification for negligence or under theories of strict liability.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each person who was or is made a party or is threatened to be made a party to or is involved in any 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 of whom he or she is the legal representative, is or was a Member or Manager of the Company or while a Member or Manager of the Company is or was serving at the request of the Company as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Company to the fullest extent permitted by the TBOC, as the same exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorney’s 's fees) actually incurred by such person in connection with such Proceeding, and indemnification under this Article shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal of this Article shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liability.

Right to Indemnification. Subject To the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended or interpreted (but, in the case of any such amendment or interpretation, only to the limitations extent that such amendment or interpretation permits the corporation to provide broader indemnification rights than were permitted prior thereto), the corporation shall indemnify and conditions as provided in this Article, hold harmless each person director or officer 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 Proceedingthreatened, pending, or any appeal in such a Proceedingcompleted action, suit, or any inquiry proceeding, whether civil, criminal, administrative, or investigation that could lead to such investigative (hereinafter a "Proceeding"), by reason of the fact that he or shehe, or a person of whom he or she is the legal representative, is or was a Member director or Manager officer of the Company corporation or while a Member or Manager of the Company is or was serving at the request of the Company corporation as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, director or similar functionary officer of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorship, trust, or other enterprise, including service with respect to employee benefit plan plans, whether the basis of the Proceeding is alleged action in an official capacity as a director or officer, or in any other enterprise capacity while serving as a director or officer, shall be indemnified and held harmless by the Company corporation against all expenses, liability, and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid or to be paid in settlement, and any interest, assessments, or other charges imposed thereon, and any federal, state, local, or foreign taxes imposed on any director as a result of the actual or deemed receipt of any payments under this Article) reasonably incurred or suffered by such person in connection with investigating, defending, being a witness in, or participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding (hereinafter "Expenses"); provided, however, that except as to actions to enforce indemnification rights pursuant to Section 9.3 of this Article, the ----------- corporation shall indemnify any director or officer 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 Article shall be a contract right. The Corporation shall have the authority by contract or by resolution of the Board of Directors to indemnify and hold harmless to the fullest extent permitted authorized by the TBOCDelaware General Corporation Law, as the same exist exists or may hereafter be amended or interpreted (but, in the case of any such amendmentamendment or interpretation, only to the extent that such amendment or interpretation permits the Company corporation to provide broader indemnification rights than said law were permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damagesthereto), fineseach agent or employee who was or is a party or is threatened to be made a party to or is involved (as a party, settlements witness, or otherwise), in any threatened, pending, or completed Proceeding, by reason of the fact that he, or a person of whom he is the legal representative, is or was an agent or employee of the corporation or is or was serving at the request of the corporation as an agent or employee 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 the Proceeding is alleged action in an official capacity as an agent or employee, or in any other capacity while serving as an agent or employee, may be indemnified and reasonable expenses held harmless by the corporation against all Expenses; provided, however, that except as to actions to enforce indemnification rights pursuant to Section 9.3 of this Article, the corporation shall indemnify any agent or ----------- employee seeking indemnification in connection with a Proceeding (including, without limitation, attorney’s feesor part thereof) actually incurred initiated by such person in connection with such Proceeding, and indemnification under this Article shall continue as to a person who has ceased to serve in only if the capacity which initially entitled such person to indemnity hereunderProceeding (or part thereof) was authorized by the Board of Directors of the corporation. The rights granted pursuant right to indemnification conferred in this Article shall be deemed a contract rights, and no amendments, modification or repeal of this Article shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilityright.

Right to Indemnification. Subject to the limitations and conditions as provided in this ArticleARTICLE V, each person Person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, 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 of whom he or she is the legal representative, is or was a Member or Manager officer of the Company or while a Member or Manager officer of the Company is or was serving at the request of the Company as a Manager, director, officer, employee, partner, venturermember, proprietormanager, trustee, employee, agent, fiduciary or similar functionary agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan venture or other enterprise shall entity or enterprise, may be indemnified and held harmless by the Company to the fullest extent permitted by the TBOCAct, as the same exist exists or may hereafter be amended (butamended, in the case of any such amendmentagainst all expense, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties liability and loss (including excise and similar taxes and punitive damages)attorney’s fees, judgments, fines, settlements excise taxes or penalties and reasonable expenses (including, without limitation, attorney’s feesamounts paid in settlement) actually reasonably incurred or suffered by such person Person in connection 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 ARTICLE V shall continue as to a person Person who has ceased to serve in the capacity which initially entitled such person Person to indemnity hereunder. The If the Company elects to provide indemnification hereunder, such rights granted pursuant to this Article ARTICLE V shall be deemed a contract rightsright, and no amendmentsamendment, modification or repeal of this Article ARTICLE V shall have the effect of limiting or denying any adversely affect such rights with of any Member or officer in respect to actions taken of any act, omission or Proceeding arising condition existing or event or circumstance occurring prior to any the time of such amendment, modification repeal or repealmodificatio. It is expressly acknowledged that the indemnification provided in this Article ARTICLE V could involve indemnification for negligence or under theories of strict liability.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each 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 Proceedingthreatened, pending, or any appeal in such a Proceedingcompleted action, suit, or any inquiry proceeding, whether civil, criminal, administrative, or investigation that could lead to such investigative (hereinafter a "Proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member director, officer, employee, or Manager agent of the Company Corporation or while a Member or Manager of the Company is or was serving at the request of the Company Corporation as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary agent of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorship, trust, or other enterprise, including service with respect to employee benefit plan plans, whether the basis of the Proceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any other enterprise capacity while serving as a director, officer, employee, or agent (hereafter an "Agent"), shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the TBOCDelaware General Corporation Law, as the same exist exists or may hereafter be amended or interpreted (but, in the case of any such amendmentamendment or interpretation, only to the extent that such amendment or interpretation permits the Company Corporation to provide broader indemnification rights than said law were permitted the Company to provide prior to such amendmentthereto) against judgmentsall expenses, penalties liability, and loss (including excise and similar taxes and punitive damages)attorneys' fees, judgments, fines, settlements ERISA excise taxes or penalties, and reasonable expenses (includingamounts paid or to be paid in settlement, without limitationand any interest, attorney’s fees) actually 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 8) reasonably incurred or suffered by such person in connection with such Proceedinginvestigating, and indemnification under this Article shall continue defending, being a witness in, or participating in A-11 (including on appeal), or preparing for any of the foregoing in, any Proceeding (hereinafter "Expenses"); provided, however, that, except as to a person who has ceased to serve provided in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal Section 8.3 of this Article 8, the Corporation shall have the effect of limiting or denying indemnify any such rights Agent seeking indemnification in connection with respect a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Corporation's Board of Directors. The right to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided conferred in this Article could involve indemnification for negligence or under theories of strict liability8 shall be a contract right.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each person Each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any Proceedingaction, suit or any appeal in such proceeding, whether civil, criminal, administrative or investigative (hereinafter a Proceeding, or any inquiry or investigation that could lead to such a Proceeding“proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member member of the Governing Board (or Manager any other Applicable Board) or officer of the Company or while a Member or Manager of the Company is or was serving at the request of the Company as a Managermember of the governing board, director, officer, partner, venturer, proprietor, trustee, employee, agent, employee or similar functionary agent of another foreign company or domestic limited liability company, of a corporation, partnership, joint venture, sole proprietorshiptrust or other enterprise, trustincluding, without limitation, service with respect to an employee benefit plan, or is or was serving as the Tax Matters Partner (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a member of the governing board, director, officer, employee benefit plan or agent, or in any other enterprise capacity while serving as a member of the governing board, director, officer, employee or agent or while serving as the Tax Matters Partner, shall be indemnified and held harmless by the Company to the fullest extent permitted authorized by the TBOCAct, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damagesthereto), finesagainst all expense, settlements liability and reasonable expenses loss (including, without limitation, attorney’s attorneys’ fees, judgments, fines, ERISA-excise taxes or penalties and amounts paid in settlement) actually reasonably incurred or suffered by such person indemnitee in connection with therewith and such Proceeding, and indemnification under this Article shall continue as to a person an indemnitee who has ceased to serve be a member of the governing board, director, officer, employee or agent or the Tax Matters Partner and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal of this Article shall have the effect of limiting or denying any such rights Section 12.3 with respect to actions taken or Proceeding arising prior proceedings to enforce rights to indemnification, the Company shall indemnify any such amendment, modification indemnitee in connection with a proceeding (or repeal. It is expressly acknowledged that part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilityGoverning Board.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each 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 Proceedingaction, suit or any appeal in such proceeding, whether civil, criminal, administrative or investigative (a Proceeding, or any inquiry or investigation that could lead to such a Proceeding“proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member director or Manager officer of the Company or Corporation or, while a Member director, officer or Manager other employee of the Company Corporation, is or was serving at the request of the Company Corporation as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, employee or similar functionary agent of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorshiptrust or other enterprise, trust, including service with respect to an employee benefit plan (an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other enterprise capacity while serving as a director or officer, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the TBOCDelaware General Corporation Law, as the same exist exists or may hereafter be amended amended, against all expense, liability and loss (butincluding attorneys’ fees, judgments, fines, excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the case benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 3 of this ARTICLE EIGHT with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such amendmentindemnitee 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 2 of this ARTICLE EIGHT shall be a contract right. In addition, only the Corporation shall pay the expenses incurred in defending any such proceeding in advance of its final disposition (an “advance of expenses”); provided, however, that, if and to the extent that the Delaware General Corporation Law requires, an advance of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgmentsindemnitee, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorney’s feesservice to an employee benefit plan) actually incurred shall be made only upon delivery to the Corporation of an undertaking (an “undertaking”), by or on behalf of such person in connection with indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “final adjudication”) that such Proceeding, and indemnification indemnitee is not entitled to be indemnified for such expenses under this Article shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunderSection 2 or otherwise. The rights granted pursuant Corporation may, by action of its Board of Directors, provide indemnification to this Article shall be deemed contract rights, employees and no amendments, modification agents of the Corporation with the same or repeal lesser scope and effect as the foregoing indemnification of this Article shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilitydirectors and officers.

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

Right to Indemnification. Subject to To the limitations fullest extent permitted by Delaware law, as the same exists or may hereafter be amended, the Corporation shall indemnify and conditions as provided in this Article, hold harmless each person who is or was or is made a party or is threatened to be made a party to or is otherwise involved in any Proceedingthreatened, pending or any appeal completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in such the right of the Corporation to procure a Proceedingjudgment in its favor (each, or any inquiry or investigation that could lead to such a Proceeding“proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member director or Manager officer of the Company or Corporation or, while a Member director or Manager officer of the Company Corporation, is or was serving at the request of the Company Corporation as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, employee or similar functionary agent of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorship, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan or other enterprise shall be indemnified by the Company to the fullest extent permitted by the TBOC, as the same exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damagesan “indemnitee”), fineswhether the basis of such proceeding is alleged action in an official capacity as a director, settlements officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and reasonable loss suffered and expenses (including, without limitation, attorney’s feesattorneys’ fees and disbursements, judgments, fines, EXXXX excise taxes, damages, claims and penalties and amounts paid in settlement) actually reasonably incurred by such person indemnitee in connection with such Proceedingproceeding. Such right to indemnification shall inure to the benefit of any such person’s heirs, executors, and indemnification personal and legal representatives. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking, by or on behalf of the indemnitee, to repay all amounts so advanced if it shall ultimately be determined that the indemnitee is not entitled to be indemnified under this Section 2 of this Article VIII or otherwise. The rights to indemnification and advancement of expenses conferred by this Section 2 of this Article VIII shall be contract rights and such rights shall continue as to a person an indemnitee who has ceased to serve in be a director, officer, employee or agent and shall inure to the capacity which initially entitled such person to indemnity hereunderbenefit of his or her heirs, executors and administrators. The rights granted pursuant to Notwithstanding the foregoing provisions of this Article shall be deemed contract rights, and no amendments, modification or repeal Section 2(a) of this Article VIII, except for proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall have indemnify and advance expenses to an indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the effect of limiting or denying any such rights with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilityBoard.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each person who The Company shall indemnify Indemnitee if Indemnitee was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any Proceedingactual or threatened action, suit or any appeal in such proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (hereinafter a Proceeding, or any inquiry or investigation that could lead to such a Proceeding"proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, Indemnitee is or was a Member or Manager director of the Company or that, while serving as a Member director or Manager an officer of the Company Company, Indemnitee is or was serving at the request of an executive officer of the Company as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, employee or similar functionary agent of another foreign or domestic limited liability company, corporation, corporation or of a foreign or domestic partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise enterprise, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, partner, trustee, or agent or in any other capacity while serving as a director, officer, employee, partner, trustee, or agent, shall be indemnified and held harmless by the Company to against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred or suffered by Indemnitee (hereinafter "expenses") in connection therewith; provided, however, that (a) the fullest extent permitted by the TBOC, as the same exist Company shall not indemnify Indemnitee from or may hereafter be amended (but, in the case on account of any such amendment, only act or omission of Indemnitee to the extent that indemnification for such amendment permits act or omission is specifically prohibited by the General Corporation Law of the State of Nevada or any successor provision of the Statute; and (b) except as provided in Section 2.1 hereof with respect to proceedings seeking to enforce rights to indemnification, the Company shall indemnify 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 Company. Such indemnification shall continue as to provide broader Indemnitee after Indemnitee has ceased to be a director, officer, employee or agent and shall inure to the benefit of Indemnitee's heirs, executors and administrators. The right to indemnification rights than said law permitted conferred in this Section 1 shall include the right to be paid by the Company to provide prior to the expenses incurred in defending any such amendment) against judgmentsproceeding in advance of its final disposition (hereinafter an "advancement of expenses"); provided, penalties however, that an advancement of expenses incurred by Indemnitee in his capacity as a director or officer (including excise and similar taxes and punitive damages)not in any other capacity in which service was or is rendered by Indemnitee, fines, settlements and reasonable expenses (including, without limitation, attorney’s feesservice to an employee benefit plan) actually incurred shall be made only upon delivery to the Company of an undertaking (hereinafter an "undertaking"), by or on behalf of Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that Indemnitee is not entitled to be indemnified for such person in connection with such Proceeding, and indemnification expenses under this Article shall continue Section 1 or otherwise and upon the taking of such other action, if any, as to a person who has ceased to serve in may be required by the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal of this Article shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilityStatute.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each 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 Proceedingaction, suit or any appeal in such proceeding, whether civil, criminal, administrative or investigative (a Proceeding, or any inquiry or investigation that could lead to such a Proceeding“proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member Director or Manager officer of the Company or Corporation or, while a Member Director or Manager officer of the Company Corporation, is or was serving at the request of the Company Corporation as a Manager, directorDirector, officer, partner, venturer, proprietor, trustee, employee, agent, employee or similar functionary agent of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorshiptrust or other enterprise, trust, including service with respect to an employee benefit plan (an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a Director or officer or in any other enterprise capacity while serving as a Director or officer, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the TBOCDelaware General Corporation Law, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) thereto), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements excise taxes or penalties and reasonable amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 3 of this ARTICLE VIII with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section 2 of this ARTICLE VIII shall be a contract right and shall include the obligation of the Corporation to pay the expenses incurred in defending any such proceeding in advance of its final disposition (an “advance of expenses”); provided, however, that, if and to the extent that the Delaware General Corporation Law requires, an advance of expenses incurred by an indemnitee in his or her capacity as a Director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, attorney’s feesservice to an employee benefit plan) actually incurred shall be made only upon delivery to the Corporation of an undertaking (an “undertaking”), by or on behalf of such person in connection with indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “final adjudication”) that such Proceeding, and indemnification indemnitee is not entitled to be indemnified for such expenses under this Article shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunderSection 2 or otherwise. The rights granted pursuant Corporation may, by action of its Board of Directors, provide indemnification to this Article shall be deemed contract rights, employees and no amendments, modification agents of the Corporation with the same or repeal lesser scope and effect as the foregoing indemnification of this Article shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilityDirectors and officers.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each Each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any Proceedingactual or threatened action, suit or any appeal in such proceeding, whether civil, criminal, administrative or investigative (hereinafter a Proceeding, or any inquiry or investigation that could lead to such a Proceeding"proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member Director or Manager officer of the Company corporation or while that, being or having been such a Member Director or Manager officer or an employee of the Company corporation, he or she is or was serving at the request of the Company corporation as a Manager, directorDirector, officer, partner, venturer, proprietor, trustee, employee, agent, employee or similar functionary agent of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorshiptrust or other enterprise, trust, including service with respect to an employee benefit plan (hereinafter an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as such a Director, officer, employee or agent or in any other enterprise capacity while serving as such a Director, officer, employee or agent, shall be indemnified and held harmless by the Company corporation to the fullest full extent permitted by the TBOCDGCL, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company corporation to provide broader indemnification rights than said permitted prior thereto), or by other applicable law permitted the Company to provide prior to such amendment) as then in effect, against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys' fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including, without limitation, attorney’s feesamounts paid in settlement) actually and reasonably incurred or suffered by such person in connection with such Proceeding, and indemnification under this Article shall continue as to a person indemnitee who has ceased to serve be a Director, officer, employee or agent and shall inure to the benefit of the indemnitee's heirs, executors and administrators; provided, however, that except as provided in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal of this Article shall have the effect of limiting or denying any such rights subsection 10.2 hereof with respect to actions taken or Proceeding arising prior proceedings seeking to enforce rights to indemnification, the corporation shall indemnify any such amendment, modification indemnitee in connection with a proceeding (or repealpart thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized or ratified by the Board. It is expressly acknowledged that the The right to indemnification provided conferred in this Article could involve indemnification for negligence or under theories subsection 10.1 shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of strict liability.its final disposition (hereinafter an "advancement of expenses'); provided,

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any Proceedingaction, suit or any proceeding, including, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and appeal in such of, and the giving of testimony, whether civil, criminal, administrative or investigative (hereinafter a Proceeding, or any inquiry or investigation that could lead to such a Proceeding“proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member director or Manager an officer of the Company Corporation or while a Member or Manager any predecessor of the Company Corporation or is or was serving at the request of the Company Corporation or any predecessor of the Corporation as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary trustee of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorshiptrust or other enterprise, trust, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer or trustee, or in any other enterprise capacity while serving as a director, officer or trustee, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted by the TBOCDelaware law, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said such law permitted the Company Corporation to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), finesagainst all expense, settlements liability and reasonable expenses loss (including, without limitation, attorney’s court costs, attorneys’ fees, witness fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually reasonably incurred or suffered by such person indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this ARTICLE IX with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such Proceeding, and indemnification under this Article shall continue as to a person who has ceased to serve in indemnitee only if such proceeding (or part thereof) was authorized by the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal Board of this Article shall have Directors of the effect of limiting or denying any such rights with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilityCorporation.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each person who was or is made a party or is threatened to be made a party to or is involved in any Proceeding, or any appeal in such a Proceeding, or any inquiry or investigation that could lead to such a Proceeding, by reason of the ofthe fact that he or she, or a person of whom ofwhom he or she is the legal representative, is or was a Member or Manager of the Company or while a Member or Manager of the Company is or was serving at the request of the Company as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Company to the fullest extent permitted by the TBOCCode, as the same exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorney’s 's fees) actually incurred by such person in connection with such Proceeding, and indemnification under this Article shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal of this ofthis Article shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liability.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each person Each Covered 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 or investigative (a “Proceeding, or any appeal in such a Proceeding, or any inquiry or investigation that could lead to such a Proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member member or Manager officer of the Company or or, while a Member member or Manager officer of the Company Company, is or was serving at the request of the Company as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, employee or similar functionary agent of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorshiptrust or other enterprise, trust, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as a member or officer or in any other enterprise capacity while serving as a member or officer, shall be indemnified and held harmless by the Company to the fullest extent permitted authorized by the TBOCDGCL (as if it were applicable to the Company), as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted prior thereto), against all expense, liability and loss (including attorneys’ fees, judgments, fines, taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith and such indemnification shall continue as to an Indemnitee who has ceased to be a member or officer and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 3(c) of this Article 8 with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Member. The right to indemnification conferred in this Section 3(b) of this Article 8 shall be a contract right and shall include the obligation of the Company to provide prior pay the expenses incurred in defending any such Proceeding in advance of its final disposition (an “Advance of expenses”); provided, however, that, if and to the extent that the DGCL (as if it were applicable to the Company) requires an Advance of Expenses incurred by an Indemnitee in his or her capacity as a member or officer (and not in any other capacity in which service was or is rendered by such amendment) against judgmentsIndemnitee, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorney’s feesservice to an employee benefit plan) actually incurred shall be made only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of such person in connection with Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Proceeding, and indemnification Indemnitee is not entitled to be indemnified for such expenses under this Article shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunderSection 8(b) or otherwise. The rights granted pursuant Company may, by action of the Member, provide indemnification to this Article shall be deemed contract rights, employees and no amendments, modification agents of the Company with the same or repeal lesser scope and effect as the foregoing indemnification of this Article shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilityMember and officers.

Right to Indemnification. Subject The Company shall indemnify and hold ------------------------- harmless, to the limitations and conditions fullest extent permitted by applicable law as provided in this Articleit presently exists or may hereafter be amended, each person the Employee who was or is made a party or is threatened to be made a party to or is otherwise involved in any Proceedingaction, suit or any appeal in such proceeding, whether civil, criminal, administrative or investigative (a Proceeding, or any inquiry or investigation that could lead to such a Proceeding, "proceeding") by reason of the fact that he or she, or a person of whom he or she is the legal representativeEmployee, is or was a Member or Manager an officer of the Company, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by the Employee. The Company shall be required to indemnify the Employee in connection with a proceeding (or while a Member part thereof) initiated by such person only if the proceeding (or Manager part thereof) was authorized by the Board of Directors of the Company. The Company shall pay the expenses (including attorney's fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a director or ------------------- officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Article or otherwise. If a claim for indemnification or payment of expenses under this Article is not paid in full within sixty days after a written claim therefore has been received by the Corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Company shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law. The rights conferred on the Employee by this Section 3.4 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Restated Certificate of Incorporation, the Company By-Laws, agreement, vote of stockholders or disinterested directors or otherwise. The Company's obligation, if any, to indemnify the Employee who was or is serving at the its request of the Company as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, employee or similar functionary agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorshiptrust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, employee benefit plan enterprise or other enterprise shall be indemnified by the Company to the fullest extent permitted by the TBOC, as the same exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorney’s fees) actually incurred by such person in connection with such Proceeding, and indemnification under this Article shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal of this Article shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilitynonprofit enterprise.

Right to Indemnification. Subject to the limitations and conditions as provided in this ArticleArticle VII, each person 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, claim, litigation or proceeding, whether civil, criminal, administrative, arbitrative (hereinafter a “Proceeding”), or any appeal in such a Proceeding, 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 Person of whom he or she is the legal representative, is or was a Member Unitholder, Manager, Tax Matters Partner or Manager of the Company Officer, or while a Member Unitholder, Manager, Tax Matters Partner or Manager of the Company Officer is or was serving at the request of the Company LLC as a Managermanager, director, officer, partner, venturer, proprietor, trustee, employee, agent, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Company LLC to the fullest extent permitted by the TBOCDelaware Act, as the same exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company LLC to provide broader indemnification rights than said law permitted the Company LLC to provide prior to such amendment) against losses, damages, liabilities, claims, demands, judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorney’s feesincluding attorneys’ fees and costs of investigating the facts related to such Proceeding and preparing for participation therein) actually incurred by such person Person as a result of, arising out of or in connection with such Proceeding, 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 Person to indemnity hereunder; provided, however, that such Person shall not be entitled to indemnification hereunder to the extent that any of the foregoing is determined by a final, nonappealable order of a court of competent jurisdiction to have been primarily caused by the gross negligence, bad faith or willful misconduct or criminal activity (evidenced by a final, nonappealable felony conviction) of such Person. The rights granted pursuant to this Article VII shall be deemed contract rights, and no amendmentsamendment, modification or repeal of this Article VII shall have the effect of limiting or denying any such rights as provided herein on the date hereof with respect to actions taken or Proceeding Proceedings arising prior to to, on or after any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article VII could involve indemnification for negligence or under theories of strict liability.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each Each person who was or is made a party or is threatened to be made a party to or is involved in any Proceedingaction, suit or any appeal in such a Proceedingproceeding, whether civil, criminal, administrative or any inquiry or investigation that could lead to such a Proceedinginvestigative ("proceeding"), by reason of the fact that he or she, she or a person of whom he or she is the legal representative, is or was a Member director or Manager officer of the Company Corporation or while a Member or Manager of the Company is or was serving at the request of the Company Corporation as a Manager, director, director or officer, partner, venturer, proprietor, trustee, employee, agentemployee or agent of another corporation, or similar functionary of another foreign or domestic limited liability company, corporation, a partnership, joint venture, sole proprietorshiptrust or other enterprise, trust, including service with respect to employee benefit plan plans, whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other enterprise capacity while serving as a director or officer shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the TBOCDelaware General Corporation Law, as the same exist exists or may hereafter be amended amended, (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said law Law permitted the Company Corporation to provide prior to such amendment) against judgmentsall expenses, penalties liability and loss (including excise and similar taxes and punitive damages)attorney's fees, judgment, fines, settlements excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, amounts paid or to be paid in settlement and reasonable expenses (includingamounts expended in seeking indemnification granted to such person under applicable law, without limitation, attorney’s feesthis By-Law or any agreement with the Corporation) actually reasonably incurred or suffered by such person in connection with therewith and such Proceeding, and indemnification under this Article shall continue as to a person who has ceased to serve be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; PROVIDED, HOWEVER, that, except as provided in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal Section 2 of this Article VIII, the Corporation shall have the effect of limiting or denying indemnify any such rights person seeking indemnity in connection with respect an action, suit or proceeding (or part thereof) initiated by such person only if such action, suit or proceeding (or part thereof) was authorized by the board of directors of the Corporation; PROVIDED, FURTHER, HOWEVER, that notwithstanding anything in these bylaws to actions taken the contrary, the Corporation shall only be required to indemnify and hold harmless an officer, employee or Proceeding arising prior agent of the Corporation in connection with an action, suit or proceeding (or part thereof) in which there is alleged gross negligence on the part of such officer, employee or agent if and to the extent such indemnity is authorized by the Board of Directors in a duly adopted resolution. Such right shall be a contract right and shall include the right to be paid by the Corporation expenses incurred in defending any such amendmentproceeding in advance of its final disposition; PROVIDED, modification HOWEVER, that, if the Delaware General Corporation Law then so requires, the payment of such expenses incurred by a director or repeal. It 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 expressly acknowledged 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 such proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it should be determined ultimately that the indemnification provided in such director or officer is not entitled to be indemnified under this Article could involve indemnification for negligence Section or under theories of strict liabilityotherwise.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each Each person who was was, or is is, made a party party, or who is threatened to be made a party to to, or is otherwise involved in in, any Proceedingaction, suit or any appeal in such proceeding, whether civil, criminal, administrative or investigative (hereinafter a Proceeding, or any inquiry or investigation that could lead to such a Proceeding"proceeding"), by reason of the fact that he or sheshe is, or was, a person of whom he director or she is the legal representative, is or was a Member or Manager officer of the Company Corporation or while a Member or Manager of the Company is or was serving at the request of the Company Corporation as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, director or similar functionary officer of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorshiptrust or other enterprise, trust, including service with respect to employee benefit plan plans (hereinafter an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other enterprise capacity while serving as a director or officer, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the TBOCDelaware General Corporation Law, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said such law permitted the Company Corporation to provide prior to such amendment) ), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys' fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including, without limitation, attorney’s feesamounts paid in settlement) actually reasonably incurred or suffered by such person indemnitee in connection with therewith and such Proceeding, and indemnification under this Article shall continue as to a person an indemnitee who has ceased to serve be a director or officer and shall inure to the benefit of the indemnitee's heirs, executors and administrators; provided, however, that, except as provided in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal Section 2 of this Article shall have the effect of limiting or denying any such rights VI with respect to actions taken or Proceeding arising prior proceedings to enforce rights to indemnification, the Corporation shall indemnify any such amendment, modification indemnitee in connection with a proceeding (or repealpart thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. It is expressly acknowledged that the The right to indemnification provided conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an "advancement of expenses"); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Article could involve indemnification for negligence VI or under theories of strict liabilityotherwise (hereinafter an "undertaking").

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each Each person who was or is made a party or is threatened to be made a party to or is involved in any Proceedingaction, suit or any appeal in such proceeding, whether civil, criminal, administrative or investigative (hereinafter a Proceeding, or any inquiry or investigation that could lead to such a Proceeding“proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member director or Manager officer of the Company Corporation or while a Member or Manager of the Company is or was serving at the request of the Company Corporation as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, employee or similar functionary agent of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorshiptrust or other enterprise, trustincluding 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 benefit plan or agent or in any other enterprise capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the TBOCBusiness Corporation Law of the State of New York, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, to the fullest extent permitted by law, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said law permitted the Company Corporation to provide prior to such amendment) ), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements amounts paid or to be paid in settlement, and reasonable expenses (including, without limitation, attorney’s feesexcise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) actually reasonably incurred or suffered by such person in connection with therewith and such Proceeding, and indemnification under this Article shall continue as to a person who has ceased to serve be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) hereof, the capacity which initially entitled Corporation shall indemnify any such person to indemnity hereunderseeking 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. The rights granted pursuant right to indemnification conferred in this Article Section shall be deemed a contract rights, right and no amendments, modification or repeal of this Article shall have include the effect of limiting or denying right to be paid by the Corporation the expenses incurred in defending any such rights proceeding in advance of its final disposition; provided, however, that, if the Business Corporation Law of the State of New York requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of the Board, provide indemnification to employees and agents of the Corporation with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the same scope and effect as the foregoing indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilitydirectors and officers.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any Proceedingaction, suit or any appeal in such proceeding, whether civil, criminal, administrative or investigative (hereinafter a Proceeding, or any inquiry or investigation that could lead to such a Proceeding“proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member director or Manager officer of the Company or Corporation or, while a Member director or Manager officer of the Company Corporation, is or was serving at the request of the Company Corporation as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, trustee or similar functionary agent of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorshiptrust or other enterprise, trust, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), where the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, trustee or agent or in any other enterprise capacity while servicing as a director, officer, employee, trustee or agent, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the TBOCDelaware General Corporation Law, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) thereto), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including, without limitation, attorney’s feesamounts paid in settlement) actually reasonably incurred or suffered by such person indemnitee in connection with therewith and such Proceeding, and indemnification under this Article shall continue as to a person an indemnitee who has ceased to serve be a director, officer, employee, trustee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal of this Article shall have the effect of limiting or denying any such rights Section 8.03 hereof with respect to actions taken or Proceeding arising prior proceedings to enforce rights to indemnification, the Corporation shall indemnify any such amendment, modification indemnitee in connection with a proceeding (or repeal. It is expressly acknowledged that part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the indemnification provided in this Article could involve indemnification for negligence or under theories Board of strict liabilityDirectors of the Corporation.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each Each person who was or is made a party or is threatened to be made a party to or is involved in any Proceedingthreatened, pending or any appeal in such completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a Proceeding, or any inquiry or investigation that could lead to such a Proceeding“proceeding”), by reason of the fact that he or she, she or a person of whom he or she is the legal representative, is or was or has agreed to become a Member Director or Manager officer of the Company or while a Member or Manager of the Company is or was serving or has agreed to serve at the request of the Company as a Managerdirector, directormanager, officer, partner, venturer, proprietor, trustee, employee, agent, employee or similar functionary agent of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorshiptrust or other enterprise, trust, including service with respect to employee benefit plan plans, whether the basis of such proceeding is alleged action in an official capacity as a Director or officer or in any other enterprise capacity while serving or having agreed to serve as a Director or officer, shall be indemnified and held harmless by the Company to the fullest extent permitted authorized by the TBOCAct, as the same exist exists or may hereafter be amended amended, (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)without limitation, attorneys’ fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including, without limitation, attorney’s feesamounts paid or to be paid in settlement) actually reasonably incurred or suffered by such person in connection with therewith and such Proceeding, and indemnification under this Article shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunderhereunder and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that the 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. The rights granted pursuant right to indemnification conferred in this Article Section 8 shall be deemed a contract rights, right and no amendments, modification or repeal of this Article shall have include the effect of limiting or denying right to be paid by the Company the expenses incurred in defending any such rights with respect proceeding in advance of its final disposition; provided, however, that, if the Act requires, the payment of such expenses incurred by a current, former or proposed Director or officer in his or her capacity as a Director or officer or proposed Director or officer (and not in any other capacity in which service was or is or has been agreed to actions taken be rendered by such person while a Director or Proceeding arising prior officer, including, without limitation, service to any an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Company of an undertaking, by or on behalf of such amendmentindemnified person, modification or repeal. It to repay all amounts so advanced if it shall ultimately be determined that such indemnified person is expressly acknowledged that the indemnification provided in not entitled to be indemnified under this Article could involve indemnification for negligence or under theories of strict liabilitysubsection 8.2.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each 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 or investigative (a “Proceeding, or any appeal in such a Proceeding, or any inquiry or investigation that could lead to such a Proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member director or Manager officer of the Company Corporation on or prior to the date of this Third Amended and Restated Certificate of Incorporation, or, while a Member director or Manager officer of the Company is Corporation on or prior to the date of this Third Amended and Restated Certificate of Incorporation, was serving at the request of the Company Corporation as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, employee or similar functionary agent of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorshiptrust or other enterprise on or prior to the date of this Third Amended and Restated Certificate of Incorporation, trust, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as a director or officer or in any other enterprise capacity while serving as a director or officer, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the TBOCDGCL, as the same exist exists or may hereafter be amended (but, in the case of any such amendmentamendment to the DGCL, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) thereto), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including, without limitation, attorney’s feesamounts paid in settlement) actually reasonably incurred or suffered by such person Indemnitee in connection with therewith and such Proceeding, and indemnification under this Article shall continue as to a person an Indemnitee who has ceased to serve be a director, officer, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal Section (c) of this Article shall have the effect of limiting or denying any such rights ARTICLE VII with respect to actions taken or Proceeding arising prior Proceedings to enforce rights to indemnification, the Corporation shall indemnify any such amendmentIndemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board. The right to indemnification conferred in this Section (b) of ARTICLE VII 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 (an “Advance of Expenses”); provided that, modification or repeal. It is expressly acknowledged if and to the extent that the DGCL requires, an Advance of Expenses incurred by an Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was rendered by such Indemnitee, including service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified for such expenses under this Section (b) of this ARTICLE VII or otherwise. The Corporation may, by action of the Board, provide indemnification provided in to directors, officers, employees and agents of the Corporation who are appointed after the adoption of this Article could involve Third Amended and Restated Certificate of Incorporation with the same scope and effect as the foregoing indemnification for negligence or under theories of strict liabilitythe Indemnitees.

Right to Indemnification. Subject Except as prohibited by law, every director and officer of the Corporation shall be entitled as of right to be indemnified by the limitations Corporation against expenses and conditions any liabilities paid or incurred by such person in connection with any actual or threatened claim, action, suit or proceeding, civil, criminal, administrative, investigative or other, whether brought by or in the right of the Corporation or otherwise, in which he or she may be involved in any manner, as provided in this Articlea party, each person who was witness or is made a party otherwise, or is threatened to be made so involved, by reason of such person being or having been a party to director or is involved in any Proceeding, officer of the Corporation or any appeal in such of a Proceeding, subsidiary of the Corporation or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a such person of whom he or she is the legal representative, is or was a Member or Manager of the Company or while a Member or Manager of the Company is or was serving at the request of the Company Corporation as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, fiduciary or similar functionary other representative of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise entity (such claim, action, suit or proceeding hereinafter being referred to as an "Action"), provided that no such right of indemnification shall exist with respect to an Action initiated by an indemnitee (as hereinafter defined) against the Corporation (an "Indemnitee Action") except as provided in the last sentence of this Section (a). Persons who are not directors or officers of the Corporation may be similarly indemnified by the Company in respect of service to the fullest extent permitted by Corporation or to another such entity at the TBOC, as request of the same exist or may hereafter be amended (but, in the case of any such amendment, only Corporation to the extent that the Board of Directors at any time denominates any of such amendment permits persons as entitled to the Company benefits of this Article. As used in this Article, "indemnitee" shall mean each director and officer of the Corporation and each other person denominated by the Board of Directors as entitled to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against benefits of this Article, "expenses" shall mean all expenses actually and reasonably incurred, including fees and expenses of counsel selected by an indemnitee, and "liabilities" shall include amounts of judgments, penalties (including excise and similar taxes and punitive damages)taxes, fines, settlements penalties and reasonable amounts paid in settlement. An indemnitee shall be entitled to be indemnified pursuant to this Section (a) for expenses (including, without limitation, attorney’s fees) actually incurred by such person in connection with such Proceeding, and indemnification any Indemnitee Action only if (i) the Indemnitee Action is instituted under this Article shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal Section (c) of this Article shall have and the effect of limiting indemnitee is successful in whole or denying any in part in such rights with respect to actions taken Action, (ii) the indemnitee is successful in whole or Proceeding arising prior to any such amendmentin part in another Indemnitee Action for which expenses are claimed, modification or repeal. It is expressly acknowledged that (iii) the indemnification provided for expenses is included in this Article could involve indemnification for negligence a settlement of, or under theories is awarded by a court in, such other Indemnitee Action or (iv) such Indemnitee Action was authorized by the Board of strict liabilityDirectors.

Right to Indemnification. Subject to the limitations and conditions as provided in the Act and this ArticleArticle VIII, each person 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, arbitrative or investigative (hereinafter a "Proceeding"), or any appeal in such a Proceeding, 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 Person of whom he or she is the legal representative, is or was a Member Manager, officer, or Manager Attorney-In-Fact of the Company Company, or while a Member Manager, officer or Manager Attorney-In-Fact of the Company is or was serving at the request of the Company as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, Attorney-In-Fact or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Company to the fullest extent permitted by the TBOCAct, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorney’s attorneys' fees) actually incurred by such person Person in connection with such Proceeding, and 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 Person to indemnity indemnify hereunder. The rights granted pursuant to this Article VIII shall be deemed contract rights, and no amendmentsamendment, modification or repeal of this Article VIII shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding Proceedings arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article VIII could involve indemnification for negligence or under theories of strict liability.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any Proceedingaction, suit or any appeal in such proceeding, whether civil, criminal, administrative or investigative (hereinafter a Proceeding, or any inquiry or investigation that could lead to such a Proceeding“proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member director or Manager an officer of the Company or Corporation or, while a Member director or Manager officer of the Company Corporation, is or was serving at the request of the Company Corporation as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, agent or similar functionary trustee of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorshiptrust or other enterprise, trust, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, agent or trustee or in any other enterprise capacity while serving as a director, officer, employee, agent or trustee, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted by the TBOCDelaware law, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said such law permitted the Company Corporation to provide prior to such amendment) ), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including, without limitation, attorney’s feesamounts paid in settlement) actually and reasonably incurred or suffered by such person indemnitee in connection therewith; provided, however, that, except as provided in ‎Section 7.03 with respect to proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such Proceeding, and indemnification under indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors. Any reference to an officer of the Corporation in this Article shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article ‎Article VII shall be deemed contract rightsto refer exclusively to the Chief Executive Officer, Vice Chairman, President, Chief Financial Officer, General Counsel and Secretary of the Corporation appointed pursuant to ‎Article IV of these Bylaws, and no amendments, modification or repeal of this Article shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding arising prior to any Vice President, Assistant Secretary, Assistant Treasurer, other officer of the Corporation appointed by the Board of Directors pursuant to ‎Article IV of these Bylaws or other person designated by the title of “Vice President” of the Corporation, and any reference to an officer of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such amendmentother entity pursuant to the certificate of incorporation and bylaws or equivalent organizational documents of such other corporation, modification partnership, joint venture, trust, employee benefit plan or repeal. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilityother enterprise.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any Proceedingaction, suit or any appeal in such proceeding, whether civil, criminal, administrative or investigative (hereinafter a Proceeding, or any inquiry or investigation that could lead to such a Proceeding“proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member director or Manager an officer of the Company or Corporation or, while a Member director or Manager officer of the Company Corporation, is or was serving at the request of the Company Corporation as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, agent or similar functionary trustee of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorshiptrust or other enterprise, trust, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, agent or trustee or in any other enterprise capacity while serving as a director, officer, employee, agent or trustee, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted by the TBOCDelaware law, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said such law permitted the Company Corporation to provide prior to such amendment) ), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including, without limitation, attorney’s feesamounts paid in settlement) actually reasonably incurred or suffered by such person indemnitee in connection therewith; provided, however, that, except as provided in Section 7.03 with respect to proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such Proceeding, and indemnification under indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors. Any reference to an officer of the Corporation in this Article shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article VII shall be deemed contract rightsto refer exclusively to the Chief Executive Officer, President, Chief Financial Officer, General Counsel and Secretary of the Corporation appointed pursuant to Article IV of these Bylaws, and no amendmentsto any Vice President, modification Assistant Secretary, Assistant Treasurer or repeal other officer of the Corporation appointed by the Board of Directors pursuant to Article IV of these Bylaws, and any reference to an officer of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and bylaws or equivalent organizational documents of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The fact that any person who is or was an employee of the Corporation or an employee of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, but not an officer thereof as described in the preceding sentence, has been given or has used the title of “Vice President” or any other title that could be construed to suggest or imply that such person is or may be such an officer of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall not result in such person being constituted as, or being deemed to be, such an officer of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for purposes of this Article shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilityVII.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each 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 (“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 of whom he or she is the legal representative, is or was a Member director or Manager officer of the Company Corporation or while a Member or Manager of the Company is or was serving at the request of the Company Corporation as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, employee or similar functionary agent of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorshiptrust or other enterprise, trustincluding 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 benefit plan or agent or in any other enterprise capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the TBOCGeneral Corporation Law of Delaware, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said law Law permitted the Company Corporation to provide prior to such amendment) against judgmentsall expenses, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including, without limitation, attorney’s feesamounts paid or to be paid in settlement) actually reasonably incurred or suffered by such person in connection with therewith and such Proceeding, and indemnification under this Article shall continue as to a person who has ceased to serve be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 8.2, the Corporation shall indemnify any such person seeking indemnity 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. Such right shall be a contract right and shall include the right to be paid by the Corporation expenses incurred in defending any such Proceeding in advance of its final disposition to the extent not prohibited by the Xxxxxxxx-Xxxxx Act of 2002; provided, however, that, if required by the General Corporation Law of Delaware, 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 such Proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it should be determined ultimately that such director or officer is not entitled to be indemnified under this Section or otherwise. Any indemnification as provided herein (unless ordered by a court) shall be made by the Corporation only as authorized in the capacity which initially entitled such person to indemnity hereunderspecific case upon a determination that indemnification of a director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in the General Corporation Law of Delaware. The rights granted pursuant to this Article Such determination shall be deemed contract rightsmade (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, and no amendmentssuit or proceeding, modification or repeal (2) if such a quorum is not obtainable, or, even if obtainable a quorum of this Article shall have disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the effect of limiting or denying any such rights with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilitystockholders.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each person Each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any Proceedingaction, suit or any appeal in such proceeding, whether civil, criminal, administrative or investigative (hereinafter a Proceeding, or any inquiry or investigation that could lead to such a Proceeding“proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member member of the Governing Board or Manager officer of the Company or while a Member or Manager of the Company is or was serving at the request of the Company as a Managermember of the governing board, director, officer, partner, venturer, proprietor, trustee, employee, agent, employee or similar functionary agent of another foreign company or domestic limited liability company, of a corporation, partnership, joint venture, sole proprietorshiptrust or other enterprise, trust, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a member of the governing board, director, officer, employee or agent or in any other enterprise capacity while serving as a member of the governing board, director, officer, employee or agent, shall be indemnified and held harmless by the Company to the fullest extent permitted authorized by the TBOCAct, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) thereto), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including, without limitation, attorney’s feesamounts paid in settlement) actually reasonably incurred or suffered by such person indemnitee in connection with therewith and such Proceeding, and indemnification under this Article shall continue as to a person an indemnitee who has ceased to serve be a member of the governing board, director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal of this Article shall have the effect of limiting or denying any such rights Section 10.3 with respect to actions taken or Proceeding arising prior proceedings to enforce rights to indemnification, the Company shall indemnify any such amendment, modification indemnitee in connection with a proceeding (or repeal. It is expressly acknowledged that part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilityGoverning Board.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each (A) Each person (hereinafter an "indemnitee") who was or is made a party or is threatened to be made a party to or is otherwise involved in any Proceedingaction, suit or any appeal in such proceeding, whether civil, criminal, administrative or investigative (hereinafter a Proceeding, or any inquiry or investigation that could lead to such a Proceeding"proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member director, officer or Manager agent of the Company corporation or while a Member any predecessor corporation or Manager of the Company is or was serving at the request of the Company corporation or any predecessor corporation as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, employee or similar functionary agent of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorshiptrust or other enterprise, trustincluding service with respect to an employee benefit plan, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee benefit plan or other enterprise agent, shall be indemnified and held harmless by the Company corporation to the fullest extent permitted authorized by the TBOCMaine Code, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company corporation to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) thereto), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorney's fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including, without limitation, attorney’s feesamounts paid in settlement) actually reasonably incurred or suffered by such person indemnitee in connection with such Proceedingconnec tion therewith, and such indemnification under this Article shall continue as with respect to a person an indemnitee who has ceased to serve be a director, officer, employee or agent and shall inure to the benefit of the indemni tee's heirs, executors and administrators; provided, however, that, except as provided in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal of this Article shall have the effect of limiting or denying any such rights paragraph (B) hereof with respect to actions taken or Proceeding arising prior proceedings to enforce rights to indemnification, the corporation shall indemnify any such amendment, modification indemnitee only if such proceeding (or repealpart thereof) was authorized by the board of directors of the corporation or any predecessor corporation. It is expressly acknowledged that the The right to indemnification provided conferred in this Article could involve indemnification section shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an "advancement of expenses"); provided, however, that, if the Maine Code requires, an advancement of expenses incurred by an indemnitee shall be made only upon delivery to the corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a "final adjudication") that such indemnitee is not entitled to be indemnified for negligence such expenses under this section or under theories of strict liabilityotherwise.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each Each person who was or is made a party or is threatened to be made a party to or is involved in any Proceedingaction, suit or any appeal in such proceeding, whether civil, criminal, administrative or investigative (hereinafter, a Proceeding, or any inquiry or investigation that could lead to such a Proceeding“proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member director or Manager officer of the Company Corporation or while a Member or Manager of the Company is or was serving at the request of the Company Corporation as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, employee or similar functionary agent of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorshiptrust or other enterprise, trustincluding 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 benefit plan or agent or in any other enterprise capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the TBOCDelaware General Corporation Law, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said law permitted the Company Corporation to provide prior to such amendment) ), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including, without limitation, attorney’s feesamounts paid or to be paid in settlement) actually reasonably incurred or suffered by such person in connection with therewith and such Proceeding, and indemnification under this Article shall continue as to a person who has ceased to serve be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal Paragraph (b) of this Article SEVENTH, the Corporation shall have the effect of limiting or denying indemnify any such rights person seeking indemnification in connection with respect 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 actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided conferred in this Article could involve SEVENTH 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 of officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article SEVENTH or otherwise. The Corporation may, by action of its Board of Directors, provide indemnification for negligence or under theories to employees and agents of strict liabilitythe Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Subject to the limitations and conditions as provided in this ArticleSection 3.08(b), each person Person (each an “Indemnified 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, arbitrative or investigative (herein referred to as a “Proceeding”), or any appeal in such a Proceeding, Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he such Indemnified Person or she, or a person another Person of whom he or she which such Indemnified Person is the legal representative, representative (x) is or was a Member Representative or Manager officer of the Company Company, or (y) while a Member Representative or Manager officer of the Company Company, is or was serving at the request of the Company Board as a Managermanager, directorrepresentative, officer, partner, director, principal, member, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability companyEntity, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Company to the fullest extent permitted by the TBOCAct, as the same exist exists or may hereafter be amended (butamended, in the case of any such amendmentagainst all losses, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against liabilities, judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorney’s including reasonable attorneys’ fees) actually incurred by such person the Indemnified Person in connection with such Proceeding, and . Any indemnification under this Article Section 3.08(b) shall continue as to a person an Indemnified Person who has ceased to serve in the capacity which that initially entitled such person Indemnified Person to indemnity hereunder. The rights granted pursuant to this Article Section 3.08(b) shall be deemed contract rights, and no amendmentsamendment, modification or repeal of this Article Section 3.08(b) shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding Proceedings arising prior to any such amendment, modification or repeal. It is expressly acknowledged that Anything to the indemnification provided contrary notwithstanding in this Article could involve indemnification Section 3.08(b), however, unless the Board otherwise consents, no Indemnified Person shall be indemnified for negligence any expenses, liabilities and losses suffered that are attributable to such Indemnified Person’s or under theories his, her or its Affiliates’ gross negligence, willful misconduct or knowing violation of strict liabilitylaw, or for any present or future breaches of any representations, warranties or covenants by such Indemnified Person or his, her or its Affiliates contained herein or in other agreements with the Company.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each 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 Proceedingaction, suit or any appeal in such proceeding, whether civil, criminal, administrative or investigative (a Proceeding, or any inquiry or investigation that could lead to such a Proceeding“proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member Director or Manager officer of the Company or Corporation or, while a Member Director or Manager officer of the Company Corporation, is or was serving at the request of the Company Corporation as a Manager, directorDirector, officer, partner, venturer, proprietor, trustee, employee, agent, employee or similar functionary agent of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorshiptrust or other enterprise, trust, including service with respect to an employee benefit plan (an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a Director or officer or in any other enterprise capacity while serving as a Director or officer, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the TBOCGeneral Corporation Law, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) thereto), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements excise taxes or penalties and reasonable amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section (d) of this Article SIXTH with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section (c) of this Article SIXTH shall be a contract right and shall include the obligation of the Corporation to pay the expenses incurred in defending any such proceeding in advance of its final disposition (an “advance of expenses”); provided, however, that, if and to the extent that the General Corporation Law requires, an advance of expenses incurred by an indemnitee in his or her capacity as a Director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, attorney’s feesservice to an employee benefit plan) actually incurred shall be made only upon delivery to the Corporation of an undertaking (an “undertaking”), by or on behalf of such person in connection with indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “final adjudication”) that such Proceeding, and indemnification indemnitee is not entitled to be indemnified for such expenses under this Article shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunderSection (c) or otherwise. The rights granted pursuant Corporation may, by action of its Board of Directors, provide indemnification to this Article shall be deemed contract rights, employees and no amendments, modification agents of the Corporation with the same or repeal lesser scope and effect as the foregoing indemnification of this Article shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilityDirectors and officers.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each Each person who was or is made a party or ------------------------ is threatened to be made a party to or is otherwise involved in any Proceedingthreatened, pending or completed action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such a Proceedingaction, suit or proceeding, and any inquiry or investigation that could would lead to such action, suit or proceeding (hereinafter a Proceeding"proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member director or Manager officer of the Company Corporation or while a Member or Manager of the Company is or was serving at the request of the Company Corporation as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, director or similar functionary officer of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorshiptrust or other enterprise, trust, including service with respect to any employee benefit plan (hereinafter an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other enterprise capacity while serving as a director or officer, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the TBOCTBCA, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) thereto), against all judgments, fines, penalties (including excise tax and similar taxes and punitive damagestaxes), finessettlements, settlements and reasonable expenses (including, without limitation, attorney’s fees) actually incurred by such person indemnitee in connection with therewith. The right to indemnification conferred in this Article shall include the right to be paid by the Corporation the expenses incurred in defending any such Proceedingproceeding in advance of its final disposition (hereinafter an "advancement of expenses"); provided, and indemnification however, that if the TBCA requires, an -------- ------- advancement of expenses incurred by an indemnitee shall be made only upon delivery to the Corporation of any undertaking, by or on behalf of such indemnitee, to repay all amount so advanced if it shall ultimately be determined by that such indemnitee is not entitled to be indemnified for such expenses under this Article shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal of this Article shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilityotherwise.

Right to Indemnification. Subject to the limitations and conditions as provided in this ArticleArticle 10, each person 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, arbitrative or investigative (hereinafter a “Proceeding”), or any appeal in such a Proceeding, 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 Person of whom he or she is the legal representative, is or was a Member or Manager of the Company or while a Member or Manager of the Company is or was serving at the request of the Company as a Manager, directorDirector, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise enterprise, shall be indemnified by the Company to the fullest extent permitted by the TBOCAct and the DGCL, as the same exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorney’s attorneys’ fees) actually incurred by such person Person in connection with such Proceeding, and indemnification under this Article 10 shall continue as to a person Person who has ceased to serve in the capacity which initially entitled such person Person to indemnity hereunder. The rights granted pursuant to this Article 10 shall be deemed contract rights, and no amendmentsamendment, modification or repeal of this Article 10 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding Proceedings arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilityIT IS EXPRESSLY ACKNOWLEDGED THAT THE INDEMNIFICATION PROVIDED IN THIS ARTICLE 10 COULD INVOLVE INDEMNIFICATION FOR NEGLIGENCE OR UNDER THEORIES OF STRICT LIABILITY.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each Each person who was or is made a party was, is, or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any Proceedingthreatened, pending or any appeal in such a Proceedingcompleted action, suit or any inquiry proceeding, whether civil, criminal, administrative or investigation that could lead to such a Proceedinginvestigative and whether formal or informal, by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member director or Manager officer of the Company or corporation or, while a Member director or Manager of the Company officer, he or she is or was serving at the request of the Company corporation as a Managerdirector, directortrustee, officer, partner, venturer, proprietor, trustee, employee, agent, employee or similar functionary agent of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorshiptrust or other enterprise, trustincluding service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, trustee, officer, partner, employee benefit plan or agent or in any other enterprise capacity while serving as a director, trustee, officer, partner, employee or agent, shall be indemnified and held harmless by the Company corporation, to the fullest full extent permitted by the TBOCapplicable law as then in effect, as the same exist or may hereafter be amended (butagainst all expense, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties liability and loss (including excise and similar taxes and punitive damages)attorney’s fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including, without limitation, attorney’s feesamounts to be paid in settlement) actually and reasonably incurred or suffered by such person in connection with such Proceedingtherewith, and such indemnification under this Article shall continue as to a person who has ceased to serve be a director, trustee, officer, partner, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in Section B of this Article with respect to proceedings seeking to enforce rights to indemnification, the capacity which initially entitled corporation shall indemnify any such person to indemnity hereunderseeking 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 rights granted pursuant right to indemnification conferred in this Article shall be deemed a contract rights, right and no amendments, modification or repeal of this Article shall have include the effect of limiting or denying right to be paid by the corporation the expenses incurred in defending any such rights with respect proceeding in advance of its final disposition, without regard to actions taken the limitations in RCW 23B.08.510 through 23B.08.550, or Proceeding arising prior any other limitation which may hereafter be enacted to any the extent such amendmentlimitation may be disregarded if authorized by these Articles of Incorporation, modification or repeal. It is expressly acknowledged that to the indemnification provided in this Article could involve indemnification for negligence or full extent and under theories of strict liabilityall circumstances permitted by applicable law.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each Each person who was or is made a party was, or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any Proceedingactual or threatened action, suit or any appeal in such a Proceedingproceeding, whether civil, criminal, administrative or any inquiry or investigation that could lead to such a Proceedinginvestigative, by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member director or Manager officer of the Company or corporation or, while a Member director or Manager of the Company officer, he or she is or was serving at the request of the Company corporation as a Managerdirector, directortrustee, officer, partner, venturer, proprietor, trustee, employee, agent, employee or similar functionary agent of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorshiptrust or other enterprise, trustincluding service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, trustee, officer, employee benefit plan or agent or in any other enterprise capacity while serving as a director, trustee, officer, employee or agent, shall be indemnified and held harmless by the Company corporation, to the fullest full extent permitted by the TBOCapplicable law as then in effect, as the same exist or may hereafter be amended (butagainst all expense, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including, without limitation, attorney’s feesamounts to be paid in settlement) actually and reasonably incurred or suffered by such person in connection with such Proceedingtherewith, and such indemnification under this Article shall continue as to a person who has ceased to serve be a director, trustee, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal subsection (b) of this Article shall have the effect of limiting or denying any such rights IX with respect to actions taken or Proceeding arising prior proceedings seeking to enforce rights to indemnification, the corporation shall indemnify any such amendmentperson 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 subsection (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, modification or repeal. It is expressly acknowledged however, that the indemnification provided payment of such expenses in advance of the final disposition of a proceeding shall be made only upon physical delivery to the corporation of a written 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 Article could involve indemnification for negligence subsection (a) or under theories of strict liabilityotherwise.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each Each person who was or is made a party or is threatened to be made a party to or is involved in any Proceedingaction, suit or any appeal in such proceeding, whether civil, criminal, administrative or investigative (a Proceeding, or any inquiry or investigation that could lead to such a Proceeding"proceeding"), by reason of the fact that he or she, she or a person of whom he or she is the legal representative, is or was a Member director or Manager officer of the Company corporation or while a Member or Manager of the Company is or was serving at the request of the Company corporation as a Manager, director, director or officer, partner, venturer, proprietor, trustee, employee, agentemployee or agent of another corporation, or similar functionary of another foreign or domestic limited liability company, corporation, a partnership, joint venture, sole proprietorshiptrust or other enterprise, trustincluding 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 benefit plan or agent or in any other enterprise capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Company corporation to the fullest extent permitted authorized by the TBOCDelaware General Corporation Law, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company corporation to provide broader indemnification rights than said that law permitted the Company corporation to provide prior to such before the amendment) against judgmentsall expenses, penalties (including excise liabilities and similar taxes and punitive damages), fines, settlements and reasonable expenses (losses including, without limitation, attorney’s attorneys' fees, judgments, fines, ERISA excise taxes and penalties and amounts paid or to be paid in settlement) actually reasonably incurred or suffered by such person in connection with such Proceeding, and therewith. Such indemnification under this Article shall continue as to a person who has ceased to serve in be a director, officer, employee or agent and shall inure to the capacity which initially entitled benefit of his or her heirs, executors and administrators. However, the corporation shall indemnify any such person to seeking indemnity hereunderin connection with an action, suit or proceeding (or part thereof) initiated by that person only if that action, suit or proceeding (or part thereof) was authorized by the board of directors of the corporation. The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal of this Article shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided set forth in this Article could involve indemnification for negligence X shall be contract rights and shall include the right to be paid expenses incurred in defending any such proceeding in advance of its final disposition. However, the payment of such expenses incurred by a director or under theories officer of strict liabilitythe 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 such proceeding shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it should be determined ultimately that such director or officer is not entitled to be so indemnified.

Right to Indemnification. Subject to To the limitations fullest extent permitted by Delaware law, as the same exists or may hereafter be amended, the Corporation shall indemnify and conditions as provided in this Article, hold harmless each person who is or was or is made a party or is threatened to be made a party to or is otherwise involved in any Proceedingthreatened, pending or any appeal completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in such the right of the Corporation to procure a Proceedingjudgment in its favor (each, or any inquiry or investigation that could lead to such a Proceeding“proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member director or Manager officer of the Company or Corporation or, while a Member director or Manager officer of the Company Corporation, is or was serving at the request of the Company Corporation as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, employee or similar functionary agent of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorship, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan or other enterprise shall be indemnified by the Company to the fullest extent permitted by the TBOC, as the same exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damagesan “indemnitee”), fineswhether the basis of such proceeding is alleged action in an official capacity as a director, settlements officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and reasonable loss suffered and expenses (including, without limitation, attorney’s feesattorneys’ fees and disbursements, judgments, fines, XXXXX excise taxes, damages, claims and penalties and amounts paid in settlement) actually reasonably incurred by such person indemnitee in connection with such Proceedingproceeding. Such right to indemnification shall inure to the benefit of any such person’s heirs, executors, and indemnification personal and legal representatives. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking, by or on behalf of the indemnitee, to repay all amounts so advanced if it shall ultimately be determined that the indemnitee is not entitled to be indemnified under this Section 2 of this Article VIII or otherwise. The rights to indemnification and advancement of expenses conferred by this Section 2 of this Article VIII shall be contract rights and such rights shall continue as to a person an indemnitee who has ceased to serve in be a director, officer, employee or agent and shall inure to the capacity which initially entitled such person to indemnity hereunderbenefit of his or her heirs, executors and administrators. The rights granted pursuant to Notwithstanding the foregoing provisions of this Article shall be deemed contract rights, and no amendments, modification or repeal Section 2(a) of this Article VIII, except for proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall have indemnify and advance expenses to an indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the effect of limiting or denying any such rights with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilityBoard.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each person 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 Proceeding, or any appeal in such a Proceeding, or any inquiry or investigation that could lead to such a ProceedingAction, by reason of the fact that he he, she or she, or a person of whom he or she is the legal representative, it is or was a Member (including the Managing Member), is or Manager was serving as the Company Representative (including any “designated individual”) or the Continuing Member Representative or an officer, manager or director (or equivalent) or, at the discretion of the Managing Member, any employee or agent, of the Managing Member, the Company or while a Member any of its Subsidiaries, or Manager of the Company is or was an officer, manager or director (or equivalent) or, at the discretion of the Managing Member, any employee or agent, of the Managing Member, the Company or any of its Subsidiaries serving at the request of the Managing Member or the Company or any of its Subsidiaries as a Manager, director, an officer, partnermanager or director (or equivalent) or, venturerat the discretion of the Managing Member, proprietor, trustee, employee, any employee or agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorshiplimited liability company, trusttrust or other entity or which relates to or arises out of the property, business or affairs of the Company or any of its Subsidiaries, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Action is alleged action in an official capacity as a director, manager, officer, employee or agent or in any other enterprise capacity while serving as an officer, manager, director, employee or agent, shall be indemnified by the Company to the fullest extent permitted by the TBOCagainst all expense, as the same exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties Liability and loss (including excise and similar taxes and punitive damages)reasonable attorneys’ fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including, without limitation, attorney’s feesamounts paid in settlement) actually reasonably incurred or suffered by such person Indemnitee in connection therewith (“Indemnifiable Losses”); provided, however, that, such Indemnitee shall not be entitled to indemnification if such Indemnitee’s conduct constituted fraud, willful misconduct, or a knowing violation of Law; provided, further, however, except as provided in Section 7.4(d) with respect to Actions to enforce rights to indemnification, the Company shall indemnify any such Indemnitee pursuant to this Section 7.4 in connection with an Action (or part thereof but excluding any compulsory counterclaim) initiated by such Proceeding, and indemnification under this Article shall continue as to a person who has ceased to serve in Indemnitee only if such Action (or part thereof but excluding any compulsory counterclaim) was authorized by the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal of this Article shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilityBoard.

Right to Indemnification. Subject to the limitations and conditions as provided in this ArticleArticle VIII, each person Person who was or is made a party or is threatened to be made a party to any threatened, pending or is involved in any Proceedingcompleted action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, or any appeal in such a Proceeding, proceeding or any inquiry or investigation that could lead to such a proceeding (any such proceeding, appeal, inquiry or investigation being hereinafter called a “Proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, such Person (a) is or was a the Member or a Manager or is or was serving as an officer of the Company or (b) while a the Member or a Manager or a Person serving as an officer of the Company is or was serving at the written request of the Company as a Managermanager, member, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar official or functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise enterprise, shall be indemnified by the Company to the fullest extent that would be permitted by the TBOC, General Corporation Law of the State of Delaware (the “DGCL”) as the same exist exists or may hereafter be amended (but, but in the case of any such amendment, only to the extent that such amendment permits the Company to provide provides broader indemnification rights than said law permitted were provided by the Company to provide DGCL prior to such amendment) if the Company were a corporation organized under the DGCL and the Member or Manager were a director of such a corporation and each such officer were an officer of such a corporation, against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorney’s attorneys’ fees) actually incurred by such person Person in connection with such Proceeding, and 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 Person to indemnity hereunderhereunder with respect to actions or omissions prior to such cessation and shall inure to the benefit of the heirs, executors and administrators of such Person. The rights granted pursuant to this Article VIII shall be deemed contract rights, and no amendmentsamendment, modification or repeal of this Article VIII shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding omissions or Proceedings arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article VIII could involve indemnification for negligence or liabilities under theories of strict liability. Notwithstanding any other provision of this Article VIII, no Person shall be entitled to indemnification or advancement of expenses under this Article VIII with respect to any Proceeding (or any claim in any Proceeding) initiated or made by such Person without the express prior approval of the Managers. Notwithstanding any other provision of this Article VIII, and in addition to the other limitations on indemnification under the DGCL incorporated herein as aforesaid, no Person shall be entitled to indemnification under this Article VIII against judgments, penalties, fines, settlements and expenses to the extent they result from actions or omissions involving gross negligence or willful misconduct on the part of such Person.

Right to Indemnification. Subject to the limitations and conditions as provided in this ArticleThe Corporation shall indemnify, each person who was or is made a party or is threatened to be made a party to or is involved in any 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 of whom he or she is the legal representative, is or was a Member or Manager of the Company or while a Member or Manager of the Company is or was serving at the request of the Company as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Company to the fullest extent permitted by the TBOCDGCL, as the same exist it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said law permitted the Company Corporation to provide prior to such amendment), any natural person (a) against judgmentswho is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, penalties officer or trustee of another corporation, limited liability company, partnership, joint venture, employee benefit plan, trust, nonprofit entity or other enterprise at any time during which these Bylaws are in effect (a “Covered Person”), whether or not such Covered Person continues to serve in such capacity at the time any indemnification is sought or at the time of any proceeding (as defined below) relating thereto exists or is brought, and (b) who is or was a party to, is threatened to be made a party to, or is otherwise involved in (including excise and similar taxes and punitive damagesas a witness) any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature (a “proceeding”) based on such Covered Person’s action(s) in his or her official capacity as a director or officer of the Corporation or as a director, officer or trustee of another corporation, limited liability company, partnership, joint venture, employee benefit plan, trust, nonprofit entity or other enterprise (to the extent serving in such position at the request of the Corporation), fines, settlements against all liability and reasonable expenses loss suffered (including, without limitation, attorney’s any judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement consented to in writing by the Corporation) and expenses (including attorneys’ fees) ), actually and reasonably incurred by such person Covered Person in connection with such Proceeding, and proceeding. Such indemnification under this Article shall continue as to a person Covered Person who has ceased to serve in be a director or officer, of the capacity which initially entitled such person Corporation or as a director, officer or trustee of another corporation, limited liability company, partnership, joint venture, employee benefit plan, trust, nonprofit entity or other enterprise at the request of the Corporation and shall inure to indemnity hereunderthe benefit of his or her heirs, executors and administrators. The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal of this Article shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification Except as provided in this Article could involve indemnification for negligence Section 1, the Corporation shall be required to indemnify a Covered Person in connection with a proceeding (or under theories part thereof) initiated by such Covered Person only if the proceeding (or part thereof) was authorized by the Board of strict liabilityDirectors.

Right to Indemnification. Subject to the limitations and conditions as provided in this ArticleArticle 7, each person 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, arbitrative or investigative (hereinafter a “Proceeding’’), or any appeal in such a Proceeding, 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 another Person of whom he or she such Person is the legal representative, is or was a Member or Manager and/or Director of the Company or while a Member or Manager and/or Director of the Company is or was serving at the request of the Company as a Managermember, manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan plan, or other enterprise enterprise, shall be indemnified by the Company to the fullest extent permitted by the TBOCAct, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law the Act permitted the Company to provide prior to such amendment) against losses, damages, claims, demands, judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements amounts paid in settlement and reasonable expenses (including, without limitation, attorney’s including attorneys’ fees) actually incurred by such person Person in connection with such ProceedingProceeding (collectively “Indemnified Damages”), and indemnification under this Article 7 shall continue as to a person Person who has ceased to serve in the capacity which initially entitled such person Person to indemnity hereunder. The rights granted pursuant to this Article 7 shall be deemed contract rights, and no amendmentsamendment, modification or repeal of this Article 7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding Proceedings arising prior to any such amendment, modification modification, or repeal. It is expressly acknowledged that the indemnification provided in this Article 7 could involve indemnification for negligence or under theories of strict liability.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, 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 Proceedingactual or threatened action, suit or any appeal in such proceeding, whether civil, criminal, administrative or investigative (hereinafter a Proceeding, or any inquiry or investigation that could lead to such a Proceeding"proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member or Manager Director of the Company (or while a Member or Manager of any subsidiary of the Company Company) or is or was serving at the request of the Company as a Manageror the Board of Directors, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, including service with respect to any employee benefit plan or any subsidiary of the Company, whether the basis of such proceeding is alleged action in an official capacity as a Director or in any other enterprise capacity while serving as a Director, he shall be indemnified and held harmless by the Company to the fullest extent permitted by the TBOCGeneral Corporation Law of the State of Delaware, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) ), or by other applicable law as then in effect, against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys' fees, judgments, fines, settlements ERISA excise taxes or penalties and amounts to be paid in settlement) actually and reasonably incurred or suffered by him in connection therewith and such indemnification shall continue after Participant has ceased to be a Director and shall inure to the benefit of Participant's heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Company shall be required to indemnify Participant in connection with a proceeding (or part thereof) initiated by Participant only if such proceeding (or part thereof) was authorized by the Board. The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys' fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an "advancement of expenses"); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as a Director (and not in any other capacity in which service was or is rendered by Participant while a Director, including, without limitation, attorney’s feesservice to an employee benefit plan) actually incurred shall be made only upon delivery to the Company of an undertaking, if permitted by such person Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwise, 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 him only if such Proceeding, and indemnification under this Article shall continue as to a person who has ceased to serve in proceeding was authorized by the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal of this Article shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilityBoard.

Right to Indemnification. Subject to the limitations and conditions as provided in this ArticleArticle IX, each person 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 arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing (“Proceeding”), or any appeal in such a Proceeding, 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 Person of whom he or she which such Person is the legal representative, is or was a Member Member, a Manager or Manager of the Company or while Officer or, in each case, a Member or Manager of the Company is or was serving at the request of the Company as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise representative thereof shall be indemnified by the Company to the fullest extent permitted by the TBOCapplicable law, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorney’s reasonable attorneys’ and experts’ fees) actually incurred by such person Person in connection with such Proceeding, and appeal, inquiry or investigation (“Loss”), unless (in the case of Manager or Officer) such Loss shall have been the result of gross negligence, fraud or intentional misconduct by such Person or (in the case of an Officer) the result of a breach of such Person’s duties pursuant to Section 5.6 hereof or arises in connection with any action, suit or proceeding brought by one Member against another Member, in which case such indemnification shall not cover such Loss to the extent resulting from such gross negligence, fraud or intentional misconduct or breach pursuant to Section 5.6 or action, suit or proceeding brought by one Member against another Member. Indemnification under this Article IX shall continue as to a person Person who has ceased to serve in the capacity which initially entitled such person Person to indemnity hereunder. The rights granted pursuant to this Article IX shall be deemed contract rights, and no amendmentsamendment, modification or repeal of this Article IX shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding proceedings, appeals, inquiries or investigations arising prior to any such amendment, modification or repeal. It is expressly acknowledged that Notwithstanding anything in this Section 9.2 to the contrary, the indemnification provided by this Section 9.2 shall only apply to Proceedings brought by third-party claimants against such Member, Manager or Officer and not Proceedings brought by the Company against such Member, Manager or Officer. The foregoing indemnification is for the benefit of the Persons identified above acting in this Article could involve indemnification for negligence the capacities described above and not in any other capacity (including as manager of the operations of the Company, which shall be governed exclusively by the terms of any management or under theories of strict liabilitysimilar agreement with respect to such services).

Right to Indemnification. Subject to the limitations and conditions as provided in this ArticleArticle 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 arbitrative (hereinafter a “Proceeding”), or any appeal in such a Proceeding, Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or shehe, or a person of whom which he or she is the legal representative, is or was a Director, Member or Manager of the Company or while a Member or Manager of the Company is or was serving at the request of the Company as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise officer shall be indemnified by the Company to the fullest extent permitted by the TBOCapplicable law, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorney’s reasonable attorneys’ fees) actually incurred by such person in connection with such Proceeding, appeal, inquiry or investigation, and indemnification under this Article 9 shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article 9 shall be deemed contract rights, and no amendmentsamendment, modification or repeal of this Article 9 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding Proceedings, appeals, inquiries or investigations arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article 9 could involve indemnification for negligence or under theories of strict liability. Notwithstanding the foregoing, no such indemnity shall extend to any officer or Director to the extent that any Proceeding or such judgment, penalty, fine, settlement or expense results from Improper Conduct on the part of such officer or Director.

Right to Indemnification. Subject to To the limitations fullest extent permitted by Delaware law, as the same exists or may hereafter be amended, the Corporation shall indemnify and conditions as provided in this Article, hold harmless each person who is or was or is made a party or is threatened to be made a party to or is otherwise involved in any Proceedingthreatened, pending or any appeal completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in such the right of the Corporation to procure a Proceedingjudgment in its favor (each, or any inquiry or investigation that could lead to such a Proceeding“proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member director or Manager officer of the Company or Corporation or, while a Member director or Manager officer of the Company Corporation, is or was serving at the request of the Company Corporation as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, employee or similar functionary agent of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorship, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan or other enterprise shall be indemnified by the Company to the fullest extent permitted by the TBOC, as the same exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damagesan “indemnitee”), fineswhether the basis of such proceeding is alleged action in an official capacity as a director, settlements officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and reasonable loss suffered and expenses (including, without limitation, attorney’s feesattorneys’ fees and disbursements, judgments, fines, EXXXX excise taxes, damages, claims and penalties and amounts paid in settlement) actually reasonably incurred by such person indemnitee in connection with such Proceedingproceeding. Such right to indemnification shall inure to the benefit of any such person’s heirs, executors, and indemnification personal and legal representatives. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking, by or on behalf of the indemnitee, to repay all amounts so advanced if it shall ultimately be determined that the indemnitee is not entitled to be indemnified under this Article shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal Section 2 of this Article shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liability.VIII or

Right to Indemnification. Subject to the limitations and conditions as provided in this ArticleArticle IX, each person who was or is made a party or is threatened to be made a party to or is involved in any Proceedingthreatened, pending or completed action or other proceeding, whether civil, criminal, administrative, arbitrative or investigative, or any appeal in such a Proceeding, proceeding or any inquiry or investigation that could lead to such a Proceedingproceeding (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member director or Manager officer of the Company Corporation or while a Member director or Manager officer of the Company Corporation is or was serving at the request of the Company Corporation as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Company Corporation to the fullest extent permitted by the TBOC, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorney’s attorneys’ fees) actually incurred by such person in connection with such Proceedingproceeding, and indemnification under this Article IX shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article IX shall be deemed contract rights, and no amendmentsamendment, modification or repeal of this Article IX shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding proceedings arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article IX could involve indemnification for negligence or under theories of strict liability.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each Each person who was or is made a party or is threatened to be made a party to any threatened, pending or is involved in any Proceedingcompleted action, suit or any appeal in such proceeding, whether civil, criminal, administrative or investigative (hereinafter a Proceeding, or any inquiry or investigation that could lead to such a Proceeding“proceeding”), by reason of the fact that he or she, or a the person of whom he or she is the legal representative, is or was a Member director or Manager officer of the Company or Corporation, or, while a Member director or Manager officer of the Company Corporation, is or was serving at the request of the Company Corporation (as defined in Section 145(i) of the DGCL) as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, employee or similar functionary agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan trust or other enterprise (as defined in Section 145(i) of the DGCL), both as to action in such person’s official capacity and as to action in another capacity while holding such office, shall be indemnified and held harmless by the Company Corporation against expenses (including attorneys’ fees), judgments, fines (as defined in Section 145(i) of the DGCL) and amounts paid in settlement actually and reasonably incurred by the person in connection with such proceeding to the fullest extent permitted authorized by the TBOCDGCL, as the same exist exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said law permitted the Company Corporation to provide prior to such amendment); provided, however, that the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorney’s fees) actually incurred initiated by such person in connection with only if such Proceeding, and proceeding (or part thereof) was authorized by the Board of Directors. The indemnification under granted pursuant to this Article SECTION 2 shall continue as to a person who has ceased to serve be a director or officer of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such a person. The right to indemnification conferred in this SECTION 2 shall be a contract right. The Corporation may, by action of the Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers. For purposes of this SECTION 2, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to same position under this Article shall be deemed contract rights, and no amendments, modification or repeal of this Article shall have the effect of limiting or denying any such rights SECTION 2 with respect to actions taken the resulting or Proceeding arising prior surviving corporation as such person would have with respect to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilityconstituent corporation if its separate existence had continued.

Right to Indemnification. Subject to The Company shall indemnify, and ------------------------ on request shall advance funds to, the limitations Employee for expenses (including attorneys' fees), judgments, penalties, fines and conditions as provided amounts paid in this Article, each person who was or is made settlement if the Employee becomes a party to, or is threatened to be made a party to to, any threatened, pending or is involved in any Proceedingcompleted action, suit or any appeal in such a Proceedingproceeding, whether civil, criminal, administrative, investigative or any inquiry or investigation that could lead to such a Proceedingotherwise, by reason of the fact that he or she, or a person of whom he or she is the legal representative, Employee (a) is or was a Member or Manager an employee of the Company Company, or while a Member or Manager of the Company (b) is or was serving at the request of the Company as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, employee or similar functionary agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by enterprise, in the Company manner and to the fullest extent permitted by applicable law; provided, however, that the TBOCCompany shall not indemnify the Employee (a) in any proceeding by or in the right of the Company against such Employee wherein the Employee shall have been adjudged to be liable to the Company; (b) in any proceeding charging improper personal benefit to the Employee, as whether or not involving action in the same exist Employee's official capacity, in which the Employee was adjudged to be liable on the basis that personal benefit was improperly received; or may hereafter be amended (butc) it is established that (i) the act or omission of the Employee was material to the matter giving rise to the proceeding and the act or omission was committed in bad faith or was the result of active and deliberate dishonesty, (ii) the indemnitee actually received an improper personal benefit in money, property or services, or (iii) in the case of any criminal proceeding, the Employee had reasonable cause to believe the act or omission was unlawful. If applicable law is hereafter amended, any such amendment, amendment shall apply to this Agreement only to the extent that such amendment permits the Company to provide broader indemnification rights than said mandated by law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorney’s fees) actually incurred by such person in connection with such Proceeding, and indemnification under this Article shall continue only as to a person who has ceased the activities of the Employee subject to serve in the capacity which initially entitled such person to indemnity hereunder. The rights granted indemnification pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal subsection 11.1 which occur subsequent to the effective date of this Article shall have the effect of limiting or denying any such rights with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or under theories of strict liability.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each Each person who was or is made a party or ------------------------ is threatened to be made a party to or is involved in any Proceedingaction, suit or any appeal in such proceeding, whether civil, criminal, administrative or investigative (hereinafter a Proceeding, or any inquiry or investigation that could lead to such a Proceeding"proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member Director or Manager officer of the Company Corporation or while a Member or Manager of the Company is or was serving at the request of the Company Corporation as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, employee or similar functionary agent of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture, sole proprietorshiptrust or other enterprise, trustincluding service with respect to employee benefit plans, whether the basis of such proceeding is alleged action or inaction in an official capacity or in any other capacity while serving as a director, officer, employee benefit plan or other enterprise agent, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted by the TBOClaws of Delaware, as the same exist or may hereafter be amended (butamended, in the case of any such amendmentagainst all costs, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgmentscharges, penalties expenses, liabilities and losses (including excise and similar taxes and punitive damages)attorneys' fees, judgements, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including, without limitation, attorney’s feesamounts paid or to be paid in settlement) actually reasonably incurred or suffered by such person in connection with such Proceedingtherewith, and such indemnification under this Article shall continue as to a person who has ceased to serve be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 hereof, the capacity which initially entitled Corporation shall indemnify any such person to indemnity hereunderseeking 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. The rights granted pursuant right to indemnification conferred in this Article shall be deemed a contract rights, right and no amendments, modification or repeal of this Article shall have include the effect of limiting or denying right to be paid by the Corporation the expenses incurred in defending any such rights 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 of officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of its Board, provide indemnification to employees and agents of the Corporation with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the same scope and effect as the foregoing indemnification provided in this Article could involve indemnification for negligence or under theories of strict liabilitydirectors and officers.

Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each Each 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 Proceedingthreatened, pending or any appeal in such completed action, suit, claim or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (hereinafter a Proceeding, or any inquiry or investigation that could lead to such a Proceeding"proceedings"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member Director or Manager officer of the Company corporation or, that being or while having been such a Member Director or Manager officer of the Company corporation, he or she is or was serving at the request of the Company corporation as a Manager, directorDirector, officer, partner, venturer, proprietor, trustee, employee, agent, employee or similar functionary agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise (hereafter an "indemnitee"), whether the basis of a proceeding is alleged action in an official capacity or in any other capacity while serving as such a Director, officer, partner, trustee, employee or agent, shall be indemnified and held harmless by the Company to the fullest extent permitted by the TBOCcorporation against all losses, as the same exist claims, damages (compensatory, exemplary, punitive or may hereafter be amended (butotherwise), in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties liabilities and expenses (including excise and similar taxes and punitive damages)attorneys' fees, costs, judgments, fines, settlements ERISA excise taxes or penalties, amounts to be paid in settlement and reasonable expenses (including, without limitation, attorney’s feesany other expenses) actually and reasonably incurred or suffered by such person indemnitee in connection with therewith and such Proceeding, and indemnification under this Article shall continue as to a person an indemnitee who has ceased to serve be a Director or officer of the Company or a Director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise and shall insure to the benefit of the indemnitee's heirs, executors and administrators. Except as provided in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights, and no amendments, modification or repeal subsection 10.4 of this Article shall have the effect of limiting or denying any such rights Section with respect to actions taken or Proceeding arising prior proceedings seeking to enforce rights to indemnification, the corporation shall indemnify any such amendment, modification indemnitee in connection with a proceeding (or repealpart thereof) initiated by such indemnitee only if a proceeding (or part thereof) was authorized or ratified by the Board. It is expressly acknowledged that the The right to indemnification provided conferred in this Article could involve indemnification for negligence or under theories of strict liabilitySection shall be a contract right.