Common use of Exclusions Clause in Contracts

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any provision in this AgreementAgreement to the contrary, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) to indemnify for amounts otherwise indemnifiable hereunder (or for which payment advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually been made to or on behalf of Indemnitee received such amounts under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy, contract, agreement or otherwise; (b) to indemnify for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law, or from the purchase or sale by Indemnitee of such securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”); (c) except as provided in to indemnify for any reimbursement of, or payment to, the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company pursuant to Section 12(d) 304 of this Agreement, in connection with SOX or any Proceeding formal policy of the Company adopted by the Board (or a committee thereof), or any part other remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (d) to indemnify with respect to any Proceeding) initiated , or part thereof, brought by Indemnitee oragainst the Company, if Indemnitee was nominated to the Board by one of more of the Sponsor Entitiesany legal entity which it controls, such Sponsor Entity, including any Proceeding (director or officer thereof or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemniteesthird party, unless (i) the Board authorized has consented to the initiation of such Proceeding (or any part of any Proceeding) prior to its initiation, thereof and (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iiilaw; provided, however, that this Section 7(d) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, apply to have initiated or brought any claim by reason of (A) having asserted any counterclaims or affirmative defenses asserted by Indemnitee in connection with a claim not initiated by an action brought against Indemnitee or (B) having made any counterclaim (whether permissive action brought by Indemnitee for indemnification or mandatory) advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in connection with any claim not initiated by Indemnitee)the suit for which indemnification or advancement is being sought as described in Section 12; or (de) if a final decision by a court having jurisdiction in the matter to provide any indemnification or advancement of expenses that is not subject prohibited by applicable law (as such law exists at the time payment would otherwise be required pursuant to appeal shall determine that such indemnification is not lawfulthis Agreement).

Exclusions. Notwithstanding any provision in this AgreementAgreement to the contrary, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) to indemnify for amounts otherwise indemnifiable hereunder (or for which payment advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually been made to or on behalf of Indemnitee received such amounts under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy, contract, agreement or otherwise; (b) to indemnify for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; (c) except as provided in to indemnify for any reimbursement of, or payment to, the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company pursuant to Section 12(d) 304 of this Agreement, in connection with SOX or any Proceeding formal policy of the Company adopted by the Board (or a committee thereof), or any part other remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (d) to indemnify with respect to any Proceeding) initiated , or part thereof, brought by Indemnitee oragainst the Company, if Indemnitee was nominated to the Board by one of more of the Sponsor Entitiesany legal entity which it controls, such Sponsor Entity, including any Proceeding (director or officer thereof or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemniteesthird party, unless (i) the Board authorized has consented to the initiation of such Proceeding (or any part of any Proceeding) prior to its initiation, thereof and (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iiilaw; provided, however, that this Section 7(d) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, apply to have initiated or brought any claim by reason of (A) having asserted any counterclaims or affirmative defenses asserted by Indemnitee in connection with a claim not initiated by an action brought against Indemnitee or (B) having made any counterclaim (whether permissive action brought by Indemnitee for indemnification or mandatory) advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in connection with any claim not initiated by Indemnitee)the suit for which indemnification or advancement is being sought as described in Section 12; or (de) if a final decision by a court having jurisdiction in the matter to provide any indemnification or advancement of expenses that is not subject prohibited by applicable law (as such law exists at the time payment would otherwise be required pursuant to appeal shall determine that such indemnification is not lawfulthis Agreement).

Exclusions. Notwithstanding any provision anything in this AgreementAgreement to the contrary, the Company Indemnitee shall not be obligated entitled to indemnification under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) for which to the extent that payment has is actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such a valid, enforceable and collectible insurance policy; (b) in connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudicated by final judgment in a court of law to be liable for an accounting gross negligence or willful misconduct in the performance of his duty to the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper; (c) in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company, and not by way of defense, unless (i) the Company has joined in or the Board has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under this Agreement or any applicable law; (d) for a disgorgement of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company within the meaning of pursuant to Section 16(b) of the Exchange Act or similar provisions of any applicable U.S. state statutory law or common law; (ce) except brought about by the dishonesty or fraud of the Indemnitee seeking payment hereunder; provided, however, that the Indemnitee shall be protected under this Agreement as provided in Section 12(d) of this Agreement, in connection with to any Proceeding (or any part claims upon which suit may be brought against him by reason of any Proceeding) initiated by Indemnitee oralleged dishonesty on his part, if Indemnitee was nominated unless a judgment or other final adjudication thereof adverse to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless establishes that he committed (i) the Board authorized the Proceeding (or any part acts of any Proceeding) prior to its initiationactive and deliberate dishonesty, (ii) the Company provides the indemnificationwith actual dishonest purpose and intent, in its sole discretion, pursuant to the powers vested in the Company under applicable law or and (iii) such Proceeding which acts were material to the cause of action so adjudicated; (f) for any judgment, fine or penalty which the Company is being brought prohibited by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)applicable law from paying as indemnity; or (dg) arising out of Indemnitee’s breach of an employment agreement with the Company (if a final decision by a court having jurisdiction in any) or any other agreement with the matter that is not subject to appeal shall determine that such indemnification is not lawfulCompany or any of its subsidiaries.

Exclusions. Notwithstanding any provision in this Agreement, the Company Indemnitor shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, Indemnitee in the case connection with any Proceeding (or any part of (a) and (c), to advance Expenses to Indemnitee:any Proceeding): (a) for which payment has actually been made to or on behalf of Indemnitee under any statute, indemnity, insurance policy obtained by the Company policy, vote or otherwise, except with respect to any excess beyond the amount paid under such insurance policy; paid, subject to any subrogation rights set forth in Section 13; (b) for an a disgorgement or accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of pursuant to Section 16(b) of the Exchange Act or similar provisions of federal, state or local statutory law or common law, if Indemnitee is held liable therefor (including pursuant to any settlement arrangements); (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company Indemnitor or its directorsDirectors, officers, employees employees, agents or other indemnitees, unless (i) the Board authorized the Proceeding (or any the relevant part of any Proceeding) prior to its initiation, ; (ii) the Company Indemnitor provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company Indemnitor under applicable law or law; (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); oror (iv) otherwise required by applicable law; (d) if a final final, non-appealable decision by a court having of competent jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful; or (e) for any claim, issue or matter as to which Indemnitee shall have (i) entered a plea of guilty or nolo contendere to a felony or (ii) received a final, non-appealable judgment or verdict of guilty or its equivalent in any criminal proceeding.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, make any indemnity in the case of (a) and (c), to advance Expenses to connection with any claim made against Indemnitee: (a) for which payment has actually been made to received by or on behalf of Indemnitee under any insurance policy obtained by the Company or other indemnity provision, except with respect to any excess beyond the amount paid actually received under such any insurance policy, contract, agreement, other indemnity provision or otherwise; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as otherwise provided in Section 12(dSections 14(e) of this Agreementand (f) hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or law; (iiid) such Proceeding is being brought by Indemnitee to assertfor any Expenses, interpret or enforce judgments, liabilities, fines, penalties and amounts paid in settlement resulting from Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, conduct which is finally adjudged to have initiated been willful misconduct, knowingly fraudulent or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)deliberately dishonest; or (de) if a final decision by a court having of competent jurisdiction in the matter that is not subject to appeal shall finally determine that such any indemnification hereunder is not lawfulunlawful.

Exclusions. Notwithstanding any provision anything in this AgreementAgreement to the contrary, the Company Indemnitee shall not be obligated entitled to indemnification under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) for which to the extent that payment has is actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such a valid, enforceable and collectible insurance policy; (b) to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement; (c) in connection with any Proceeding initiated by Indemnitee against the Company, any director or officer of the Company or any other party, and not by way of defense, unless (i) the Company has joined in or the Reviewing Party (as hereinafter defined) has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under this Agreement or any applicable law; (d) for an accounting a disgorgement of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company within the meaning of pursuant to Section 16(b) of the Exchange Act or similar provisions of any applicable U.S. state statutory law or common law; (ce) except brought about by the dishonesty or fraud of the Indemnitee seeking payment hereunder; provided, however, that the Indemnitee shall be protected under this Agreement as provided in Section 12(d) of this Agreement, in connection with to any Proceeding (or any part claims upon which suit may be brought against him by reason of any Proceeding) initiated by Indemnitee oralleged dishonesty on his part, if Indemnitee was nominated unless a judgment or other final adjudication thereof adverse to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless establishes that he committed (i) the Board authorized the Proceeding (or any part acts of any Proceeding) prior to its initiationactive and deliberate dishonesty, (ii) the Company provides the indemnificationwith actual dishonest purpose and intent, in its sole discretion, pursuant to the powers vested in the Company under applicable law or and (iii) such Proceeding which acts were material to the cause of action so adjudicated; (f) for any judgment, fine or penalty which the Company is being brought prohibited by Indemnitee to assert, interpret or enforce applicable law from paying as indemnity; (g) arising out of Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)personal tax matter; or (dh) arising out of Indemnitee’s breach of an employment agreement with the Company (if a final decision by a court having jurisdiction in any) or any other agreement with the matter that is not subject to appeal shall determine that such indemnification is not lawfulCompany or any of its subsidiaries.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, make any indemnity in the case of (a) and (c), to advance Expenses to connection with any claim made against Indemnitee: (a) for which payment has actually been made to received by or on behalf of Indemnitee under any Company-purchased insurance policy obtained by the Company or other indemnity provision, except with respect to any excess beyond the amount paid actually received under such any insurance policy, contract, agreement, other indemnity provision or otherwise; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as otherwise provided in Section 12(dSections 14(e) of this Agreementand (f) hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or law; (iiid) such Proceeding is being brought by Indemnitee to assertfor any Expenses, interpret or enforce judgments, liabilities, fines, penalties and amounts paid in settlement resulting from Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, conduct which is finally adjudged to have initiated been willful misconduct, knowingly fraudulent or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)deliberately dishonest; or (de) if a final decision by a court having of competent jurisdiction in the matter that is not subject to appeal shall finally determine that such any indemnification hereunder is not lawfulunlawful.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify make any indemnification, advance expenses or hold harmless Indemnitee, or, payment in the case of (a) and (c), to advance Expenses to connection with any claim made against Indemnitee: (a) for which payment has actually been made to received by or on behalf of Indemnitee under any insurance policy obtained by the Company or other indemnity or advancement provision, except with respect to any excess beyond the amount paid actually received under such any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law;; or (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnificationindemnification or hold harmless payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, as otherwise provided in Sections 14(f)-(g) hereof. Indemnitee shall not be deemed, for purposes of this subsectionparagraph, to have initiated any Proceeding (or brought any claim part of a Proceeding) by reason of (Ai) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (Bii) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any provision in this Agreement, the Company Corporation shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemnitee: (a) for amounts otherwise indemnifiable by the Corporation hereunder as to which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by policy, constituent document, contract or otherwise (other than pursuant to this Agreement), but only to the Company except with respect to any excess beyond the amount paid under extent of such insurance policypayments actually made; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company Corporation within the meaning of Section 16(b) 16b of the Exchange Act or similar provisions of state statutory law or common law; (c) except as provided in Section 12(d13(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company Corporation or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company Corporation provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company Corporation under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or make any indemnification, advance expenses, hold harmless Indemnitee, or, or exoneration payment in the case of (a) and (c), to advance Expenses to connection with any claim made against Indemnitee: (a) for which payment has actually been made to received by or on behalf of Indemnitee under any insurance policy obtained by the Company or other indemnity or advancement provision, except with respect to any excess beyond the amount paid actually received under such any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law;; or (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, as otherwise provided in Sections 14(f)-(g) hereof. Indemnitee shall not be deemed, for purposes of this subsectionparagraph, to have initiated any Proceeding (or brought any claim part of a Proceeding) by reason of (Ai) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (Bii) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or make any indemnification, advance of expenses, hold harmless Indemnitee, or, or exoneration payment in the case of (a) and (c), to advance Expenses to connection with any claim made against Indemnitee: (a) for which payment has actually been made to received by or on behalf of Indemnitee under any insurance policy obtained by the Company policy, contract, agreement or other indemnity or advancement provision or otherwise, except with respect to any excess beyond the amount paid actually received under such any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law;; or (c) except as otherwise provided in Section 12(dSections 14(f)-(g) of this Agreementhereof, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of or more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, initiation or (ii) the Company provides the indemnification, advance of expenses, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, law. Indemnitee shall not be deemed, for purposes seek payments or advances from the Company only to the extent such payments or advances are unavailable from any insurance policy of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by the Company covering Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any provision in this AgreementAgreement to the contrary, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) to indemnify for amounts otherwise indemnifiable hereunder (or for which payment advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually been made to or on behalf of Indemnitee received such amounts under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy, contract, agreement or otherwise; (b) to indemnify for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; (c) except as provided in to indemnify for any reimbursement of, or payment to, the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company pursuant to Section 12(d) 304 of this Agreement, in connection with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 or any Proceeding formal policy of the Company adopted by the Board (or a committee thereof), or any part other remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (d) to indemnify with respect to any Proceeding) initiated , or part thereof, brought by Indemnitee oragainst the Company, if Indemnitee was nominated to the Board by one of more of the Sponsor Entitiesany legal entity which it controls, such Sponsor Entity, including any Proceeding (director or officer thereof or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemniteesthird party, unless (i) the Board authorized has consented to the initiation of such Proceeding (or any part of any Proceeding) prior to its initiation, thereof and (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iiilaw; provided, however, that this Section 7(d) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, apply to have initiated or brought any claim by reason of (A) having asserted any counterclaims or affirmative defenses asserted by Indemnitee in connection with a claim not initiated by an action brought against Indemnitee or (B) having made any counterclaim (whether permissive action brought by Indemnitee for indemnification or mandatory) advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in connection with any claim not initiated by Indemnitee)the suit for which indemnification or advancement is being sought as described in Section 12; or (de) if a final decision by a court having jurisdiction in the matter to provide any indemnification or advancement of expenses that is not subject prohibited by applicable law (as such law exists at the time payment would otherwise be required pursuant to appeal shall determine that such indemnification is not lawfulthis Agreement).

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company or under any other indemnity provision, except with respect to any excess beyond the amount paid under such insurance policypolicy or such other indemnity provision; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated or designated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated or designated to the Board by one or of more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any provision in this AgreementAgreement to the contrary, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) to indemnify for amounts otherwise indemnifiable hereunder (or for which payment advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually been made to or on behalf of Indemnitee received such amounts under any insurance policy obtained by policy, contract, agreement or otherwise; provided that the Company except with respect foregoing shall not apply to any excess beyond the amount paid under such personal or umbrella liability insurance policymaintained by Indemnitee; (b) to indemnify for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law, or from the purchase or sale by Indemnitee of such securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”); (c) except as provided in to indemnify for any reimbursement of, or repayment to, the Company by Indemnitee of (i) any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company pursuant to the terms of (A) Section 12(d304 of SOX, (B) Exchange Act Rule 10D-1 or (C) any formal policy of this Agreement, in connection with any Proceeding the Company adopted by the Board (or a committee thereof) or (ii) any part other remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that payment of such remuneration was or would have been in violation of law; (d) to indemnify with respect to any Proceeding) initiated , or part thereof, brought by Indemnitee oragainst the Company, if Indemnitee was nominated to the Board by one of more of the Sponsor Entitiesany legal entity which it controls, such Sponsor Entity, including any Proceeding (director or officer thereof or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemniteesthird party, unless (i) the Board authorized has consented to the initiation of such Proceeding (or any part of any Proceeding) prior to its initiation, thereof and (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iiilaw; provided, however, that this Section 7(d) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, apply to have initiated or brought any claim by reason of (A) having asserted any counterclaims or affirmative defenses asserted by Indemnitee in connection with a claim not initiated by an action brought against Indemnitee or (B) having made any counterclaim (whether permissive action brought by Indemnitee for indemnification or mandatory) advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in connection with any claim not initiated by Indemnitee)the suit for which indemnification or advancement is being sought as described in Section 12; or (de) if a final decision by a court having jurisdiction in the matter to provide any indemnification or advancement of expenses that is not subject prohibited by applicable law (as such law exists at the time payment would otherwise be required pursuant to appeal shall determine that such indemnification is not lawfulthis Agreement).

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemniteemake any indemnification, or, advance expenses in the case of (a) and (c), to advance Expenses to connection with any claim made against Indemnitee: (a) for which payment has actually been made to received by or on behalf of Indemnitee under any insurance policy obtained by the Company or other indemnity or advancement provision, except with respect to any excess beyond the amount paid actually received under such any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as otherwise provided in Section 12(d) of this AgreementSections 14.5 and 14.6 hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, law. Indemnitee shall not be deemed, for purposes seek payments or advances from the Company only to the extent that such payments or advances are unavailable from any insurance policy of the Company covering Indemnitee. (d) to the extent that Indemnitee is indemnified and actually received such payment other than pursuant to this subsection, to have initiated or brought any claim by reason of Agreement; (Ae) having asserted any affirmative defenses in connection with a claim not initiated judicial action by or in the right of the Company, in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudicated by final judgment in a court of law to be liable for fraud or (B) having made willful neglect or dishonesty in the performance of his duty to the Company unless and only to the extent that any counterclaim (whether permissive or mandatory) court in connection with any claim not initiated by Indemnitee)which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnification for such Expenses as such court shall deem proper; or (df) if a final decision for any judgment, fine or penalty which the Company is prohibited by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfulapplicable law from paying as indemnification.

Exclusions. Notwithstanding any provision in of this AgreementAgreement to the contrary (including Section 3.01 and Section 4.01), the Company shall not be obligated under this Agreement to indemnify (or hold harmless Indemnitee, or, advance expenses) in the case of (a) and (c), to advance Expenses to Indemniteeconnection with: (a) for which payment has actually been any claim made to or on behalf of against Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy; (bi) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of pursuant to Section 16(b) of the Exchange Act or similar provisions of state statutory law or common lawlaw or (ii) for reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company in each case as required under the Exchange Act; (cb) except as provided in for an action, suit or other proceeding contemplated by Section 12(d) of this Agreement7.06(b), in connection with any Proceeding action, suit or other proceeding (or any part of any Proceedingthereof) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, (including any Proceeding such action, suit or other proceeding (or any part of any Proceedingthereof) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees employees, agents or other indemnitees), unless (i) the Board authorized the Proceeding action, suit or other proceeding (or any part of any Proceedingthereof) prior to its initiation, initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)law; or (dc) if any claim, issue or matter in a final decision Proceeding by a court having jurisdiction or in the matter that is not subject right of the Company to appeal procure a judgment in its favor as to which Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent the Delaware Chancery Court or the court in which such Proceeding was brought shall determine that upon application that, despite the adjudication of liability but in view of all circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such indemnification is not lawfulexpenses which the Delaware Chancery Court or such other court shall deem proper.

Exclusions. Notwithstanding any provision in this Agreement, the Company (a) The Corporation shall not be obligated liable under this Agreement to indemnify or hold harmless Indemnitee, or, make any payment in connection with any Liability incurred by the case of (a) and (c), to advance Expenses to IndemniteeIndemnified Representative: (ai) to the extent payment for which payment has actually been such Liability is made to or on behalf of Indemnitee the Indemnified Representative under any an insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policyCorporation; (bii) to the extent payment is made to the Indemnified Representative for such Liability by the Corporation under its Certificate of Incorporation, By-Laws, the Delaware General Corporation Law, or otherwise than pursuant to this Agreement; (iii) to the extent such Liability is determined in a final determination pursuant to Section 5(d) hereof to be based upon or attributable to the Indemnified Representative gaining any personal profit to which such Indemnified Representative was not legally entitled; (iv) for an accounting any claim by or on behalf of the Corporation for recovery of profits made resulting from the purchase and sale (or sale and purchase) purchase by Indemnitee such Indemnified Representative of equity securities of the Company within the meaning of Corporation pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended; (v) for which the conduct of the Indemnified Representative has been determined in a final determination pursuant to Section 5(d) hereof to constitute bad faith or similar provisions active and deliberate dishonesty, in either such case material to the cause of state statutory law action or common law;claim at issue in the Proceeding; or (vi) to the extent such indemnification has been determined in a final determination pursuant to Section 5(d) hereof to be unlawful. (b) Any act, omission, liability, knowledge, or other fact of or relating to any other person, including any other person who is also an Indemnified Representative, shall not be imputed to the Indemnified Representative for the purposes of determining the applicability of any exclusion set forth herein. (c) except as provided in Section 12(d) The termination of a 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 Indemnified Representative is not entitled to indemnification under this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any provision anything in this AgreementAgreement to the contrary, the Company Indemnitee shall not be obligated entitled to indemnification under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) for which to the extent that payment has is actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such a valid, enforceable and collectible insurance policy; (b) to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement; (c) in connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as to which Indemnitee shall have been adjudicated by final judgment in a court of law to be liable for an accounting intentional misconduct in the performance of his/her duty to the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper; (d) in connection with any Proceeding initiated by Indemnitee against the Company, any director or officer of the Company or any other party, and not by way of defense, unless (i) the Company has joined in or the Reviewing Party (as hereinafter defined) has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under this Agreement or any applicable law; (e) for a disgorgement of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company within the meaning of pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any applicable U.S. state statutory law or common law; (cf) except brought about by the dishonesty or fraud of Indemnitee seeking payment hereunder; provided, however, that Indemnitee shall be protected under this Agreement as provided in Section 12(d) of this Agreement, in connection with to any Proceeding (or any part claims upon which suit may be brought against him/her by reason of any Proceeding) initiated by Indemnitee oralleged dishonesty on his/her part, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees unless a judgment or other indemnitees, unless final adjudication thereof adverse to Indemnitee establishes that he/she committed (i) the Board authorized the Proceeding (or any part acts of any Proceeding) prior to its initiationactive and deliberate dishonesty, (ii) the Company provides the indemnificationwith actual dishonest purpose and intent, in its sole discretion, pursuant to the powers vested in the Company under applicable law or and (iii) such Proceeding which acts were material to the cause of action so adjudicated; (g) for any judgment, fine or penalty which the Company is being brought prohibited by Indemnitee to assert, interpret or enforce applicable law from paying as indemnity; (h) arising out of Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)personal tax matter; or (di) arising out of Indemnitee’s breach of an employment agreement with the Company (if a final decision by a court having jurisdiction in any) or any other agreement with the matter that is not subject to appeal shall determine that such indemnification is not lawfulCompany or any of its subsidiaries.

Exclusions. Notwithstanding any provision in this AgreementAgreement to the contrary, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) to indemnify for amounts otherwise indemnifiable hereunder (or for which payment advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually been made to or on behalf of Indemnitee received such amounts under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy, contract, agreement or otherwise; (b) to indemnify for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law, or from the purchase or sale by Indemnitee of such securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2022 (“SOX”); (c) except as provided in to indemnify for any reimbursement of, or payment to, the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company pursuant to Section 12(d) 304 of this Agreement, in connection with SOX or any Proceeding formal policy of the Company adopted by the Board (or a committee thereof), or any part other remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (d) to indemnify with respect to any Proceeding) initiated , or part thereof, brought by Indemnitee oragainst the Company, if Indemnitee was nominated to the Board by one of more of the Sponsor Entitiesany legal entity which it controls, such Sponsor Entity, including any Proceeding (director or officer thereof or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemniteesthird party, unless (i) the Board authorized has consented to the initiation of such Proceeding (or any part of any Proceeding) prior to its initiation, thereof and (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iiilaw; provided, however, that this Section 7(d) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, apply to have initiated or brought any claim by reason of (A) having asserted any counterclaims or affirmative defenses asserted by Indemnitee in connection with a claim not initiated by an action brought against Indemnitee or (B) having made any counterclaim (whether permissive action brought by Indemnitee for indemnification or mandatory) advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in connection with any claim not initiated by Indemnitee)the suit for which indemnification or advancement is being sought as described in Section 12; or (de) if a final decision by a court having jurisdiction in the matter to provide any indemnification or advancement of expenses that is not subject prohibited by applicable law (as such law exists at the time payment would otherwise be required pursuant to appeal shall determine that such indemnification is not lawfulthis Agreement).

Exclusions. Notwithstanding any provision in this AgreementAgreement to the contrary, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) to indemnify for amounts otherwise indemnifiable hereunder (or for which payment advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually been made to or on behalf of Indemnitee received such amounts under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy, contract, agreement or otherwise; (b) to indemnify for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; (c) except as provided in Section 12(d) to indemnify for any reimbursement of, or payment to, the Company by Indemnitee of this Agreement, in connection with any Proceeding bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company pursuant to any formal policy of the Company adopted by the Board (or a committee thereof), or any part other remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (d) to indemnify with respect to any Proceeding) initiated , or part thereof, brought by Indemnitee oragainst the Company, if Indemnitee was nominated to the Board by one of more of the Sponsor Entitiesany legal entity which it controls, such Sponsor Entity, including any Proceeding (director or officer thereof or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemniteesthird party, unless (i) the Board authorized has consented to the initiation of such Proceeding (or any part of any Proceeding) prior to its initiation, thereof and (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iiilaw; provided, however, that this Section 7(d) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, apply to have initiated or brought any claim by reason of (A) having asserted any counterclaims or affirmative defenses asserted by Indemnitee in connection with a claim not initiated by an action brought against Indemnitee or (B) having made any counterclaim (whether permissive action brought by Indemnitee for indemnification or mandatory) advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in connection with any claim not initiated by Indemnitee)the suit for which indemnification or advancement is being sought as described in Section 12; or (de) if a final decision by a court having jurisdiction in the matter to provide any indemnification or advancement of expenses that is not subject prohibited by applicable law (as such law exists at the time payment would otherwise be required pursuant to appeal shall determine that such indemnification is not lawfulthis Agreement).

Exclusions. Notwithstanding the scope of indemnification which may be available to Indemnitee from time to time under any provision in this AgreementApplicable Document, no indemnification, reimbursement or payment shall be required of the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemniteehereunder with respect to: (a) for Any claim or any part thereof as to which payment has actually Indemnitee shall have been made determined by a court of competent jurisdiction from which no appeal is or can be taken, by clear and convincing evidence, to have acted or on behalf of Indemnitee under any insurance policy obtained by failed to act with deliberate intent to cause injury to the Company except or with respect to any excess beyond reckless disregard for the amount paid under such insurance policybest interest of the Company; (b) for an accounting of profits made from the purchase and sale (Any claim or sale and purchase) by Indemnitee of securities of the Company within the meaning of any part thereof arising under Section 16(b) of the Securities Exchange Act of 1934 pursuant to which Indemnitee shall be obligated to pay any penalty, fine, settlement or similar provisions of state statutory law or common lawjudgment; (c) except as provided in Section 12(d) of this Agreement, in connection with Any civil money penalty or judgment resulting from any Proceeding (instituted by any federal banking agency, or any part of other liability or legal expense with regard to any Proceedingadministrative proceeding or civil action by any banking agency that results in a final order or settlement pursuant to which Indemnitee: (1) initiated by Indemnitee or, if Indemnitee was nominated to is assessed a civil money penalty; (2) is removed from office or prohibited from participating in the Board by one of more conduct of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part affairs of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees affiliates; (3) is required to cease and desist from taking any affirmative action described under the Federal Deposit Insurance Act or other indemniteesapplicable banking laws with respect to the Company and its affiliates; (d) Any obligation of Indemnitee based upon or attributable to the Indemnitee gaining in fact any personal gain, unless profit or advantage to which he or she was not entitled; or (e) Any Proceeding initiated by Indemnitee without the consent or authorization of the Board of Directors of the Company, provided that this exclusion shall not apply with respect to any claims brought by Indemnitee (i) the Board authorized the Proceeding (to enforce his or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s her rights under this Agreement or (for the avoidance ii) in any Proceeding initiated by another person or entity whether or not such claims were brought by Indemnitee against a person or entity who was otherwise a party to such Proceeding. Nothing in this Section 10 shall eliminate or diminish Company’s obligations to advance that portion of doubt, Indemnitee shall not be deemed, for purposes Indemnitee’s Expenses which represent attorneys’ fees and other costs incurred in defending any Proceeding pursuant to Section 3 of this subsection, Agreement; subject however to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated the undertaking by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfulform attached hereto as Exhibit 1 and incorporated by reference herein.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or make any indemnification, advance expenses, hold harmless Indemnitee, or, or exoneration payment in the case of (a) and (c), to advance Expenses to connection with any claim made against Indemnitee: (a) for which payment has actually been made to received by or on behalf of Indemnitee under any insurance policy obtained by the Company or other indemnity or advancement provision, except with respect to any excess beyond the amount paid actually received under such any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; (c) except as otherwise provided in Section 12(dSections 14(f) of this Agreementand 14(g) hereof, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, initiation or (ii) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law or law; (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatoryd) in connection with any claim Proceeding instituted by Indemnitee to establish, enforce or interpret a right to indemnification under this Agreement or any other statute or law or otherwise if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not initiated made in good faith or was frivolous; (e) to the extent it is determined by a final court order or judgment by a court of competent jurisdiction, to which all rights of appeal have either lapsed or been exhausted, that such indemnification, advance expenses, hold harmless or exoneration payment is unlawful; (f) to the extent Indemnitee)’s conduct is established by a final order or judgment by a court of competent jurisdiction, to which all rights of appeal have either lapsed or been exhausted, that such conduct is knowingly fraudulent; or (dg) for any amounts paid in settlement of a Proceeding effected without the Company’s written consent (which shall not be unreasonably withheld); provided, however, that the Company may decline to consent to (or otherwise admit or agree to any liability for indemnification hereunder in respect of) any proposed settlement if the Company is also a final decision by a court having jurisdiction party in such Proceeding and determines in good faith that such settlement is not in the matter that is not subject to appeal shall determine that such indemnification is not lawfulbest interests of the Company and its stockholders.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company or under any other indemnity provision, except with respect to any excess beyond the amount paid under such insurance policypolicy or such other indemnity provision; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated or designated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated or designated to the Board by one or of more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee▇▇▇▇▇▇▇▇▇▇); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding the scope of indemnification which may be available to Indemnitee from time to time under any provision in this AgreementApplicable Document, no indemnification, reimbursement or payment shall be required of the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemnitee:hereunder with respect to: ​ (a) for Any claim or any part thereof as to which payment has actually Indemnitee shall have been made determined by a court of competent jurisdiction from which no appeal is or can be taken, by clear and convincing evidence, to have acted or on behalf of Indemnitee under any insurance policy obtained by failed to act with deliberate intent to cause injury to the Company except or with respect to any excess beyond reckless disregard for the amount paid under such insurance policy;best interest of the Company; ​ (b) for an accounting of profits made from the purchase and sale (Any claim or sale and purchase) by Indemnitee of securities of the Company within the meaning of any part thereof arising under Section 16(b) of the Securities Exchange Act of 1934 pursuant to which Indemnitee shall be obligated to pay any penalty, fine, settlement or similar provisions of state statutory law or common law;judgment; ​ (c) except as provided in Section 12(d) of this Agreement, in connection with Any civil money penalty or judgment resulting from any Proceeding (instituted by any federal banking agency, or any part of other liability or legal expense with regard to any Proceedingadministrative proceeding or civil action by any banking agency that results in a final order or settlement pursuant to which Indemnitee: ​ (1) initiated by Indemnitee or, if Indemnitee was nominated to is assessed a civil money penalty; (2) is removed from office or prohibited from participating in the Board by one of more conduct of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part affairs of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees affiliates; (3) is required to cease and desist from taking any affirmative action described under the Federal Deposit Insurance Act or other indemniteesapplicable banking laws with respect to the Company and its affiliates; ​ ​ ​ (d) Any obligation of Indemnitee based upon or attributable to the Indemnitee gaining in fact any personal gain, unless profit or advantage to which he or she was not entitled; or ​ (e) Any Proceeding initiated by Indemnitee without the consent or authorization of the Board of Directors of the Company, provided that this exclusion shall not apply with respect to any claims brought by Indemnitee (i) the Board authorized the Proceeding (to enforce his or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s her rights under this Agreement or (for the avoidance ii) in any Proceeding initiated by another person or entity whether or not such claims were brought by Indemnitee against a person or entity who was otherwise a party to such Proceeding. ​ Nothing in this Section 10 shall eliminate or diminish Company’s obligations to advance that portion of doubt, Indemnitee shall not be deemed, for purposes Indemnitee’s Expenses which represent attorneys’ fees and other costs incurred in defending any Proceeding pursuant to Section 3 of this subsection, Agreement; subject however to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated the undertaking by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.form attached hereto as Exhibit 1 and incorporated by reference herein. ​

Exclusions. Notwithstanding any provision anything in this AgreementAgreement to the contrary, the Company Indemnitee shall not be obligated entitled to indemnification under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) for which to the extent that payment has is actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such a valid, enforceable and collectible insurance policy; (b) to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement; (c) in connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudicated by final judgment in a court of law to be liable for an accounting gross negligence or misconduct in the performance of his duty to the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper; (d) in connection with any Proceeding initiated by Indemnitee against the Company, any director or officer of the Company or any other party, and not by way of defense, unless (i) the Company has joined in or the Reviewing Party (as hereinafter defined) has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under this Agreement or any applicable law; (e) for a disgorgement of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company within the meaning of pursuant to Section 16(b) of the Exchange Act or similar provisions of any applicable U.S. state statutory law or common law; (cf) except brought about by the dishonesty or fraud of the Indemnitee seeking payment hereunder; provided, however, that the Indemnitee shall be protected under this Agreement as provided in Section 12(d) of this Agreement, in connection with to any Proceeding (or any part claims upon which suit may be brought against him by reason of any Proceeding) initiated by Indemnitee oralleged dishonesty on his part, if Indemnitee was nominated unless a judgment or other final adjudication thereof adverse to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless establishes that he committed (i) the Board authorized the Proceeding (or any part acts of any Proceeding) prior to its initiationactive and deliberate dishonesty, (ii) the Company provides the indemnificationwith actual dishonest purpose and intent, in its sole discretion, pursuant to the powers vested in the Company under applicable law or and (iii) such Proceeding which acts were material to the cause of action so adjudicated; (g) for any judgment, fine or penalty which the Company is being brought prohibited by Indemnitee to assert, interpret or enforce applicable law from paying as indemnity; (h) arising out of Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)personal tax matter; or (di) arising out of Indemnitee’s breach of an employment agreement with the Company (if a final decision by a court having jurisdiction in any) or any other agreement with the matter that is not subject to appeal shall determine that such indemnification is not lawfulCompany or any of its subsidiaries.

Exclusions. Notwithstanding the scope of indemnification which may be available to Indemnitee from time to time under any provision in this AgreementApplicable Document, no indemnification, reimbursement or payment shall be required of the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemniteehereunder with respect to: (a) for Any claim or any part thereof as to which payment has actually Indemnitee shall have been made determined by a court of competent jurisdiction from which no appeal is or can be taken, by clear and convincing evidence, to have acted or on behalf of Indemnitee under any insurance policy obtained by failed to act with deliberate intent to cause injury to the Company except or with respect to any excess beyond reckless disregard for the amount paid under such insurance policybest interest of the Company; (b) for an accounting of profits made from the purchase and sale (Any claim or sale and purchase) by Indemnitee of securities of the Company within the meaning of any part thereof arising under Section 16(b) of the Securities Exchange Act of 1934 pursuant to which Indemnitee shall be obligated to pay any penalty, fine, settlement or similar provisions of state statutory law or common lawjudgment; (c) except as provided in Section 12(d) of this Agreement, in connection with Any civil money penalty or judgment resulting from any Proceeding (instituted by any federal banking agency, or any part of other liability or legal expense with regard to any Proceedingadministrative proceeding or civil action by any banking agency that results in a final order or settlement pursuant to which Indemnitee: (1) initiated by Indemnitee or, if Indemnitee was nominated to is assessed a civil money penalty; (2) is removed from office or prohibited from participating in the Board by one of more conduct of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part affairs of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees affiliates; (3) is required to cease and desist from taking any affirmative action described under the Federal Deposit Insurance Act or other indemniteesapplicable banking laws with respect to the Company and its affiliates; (d) Any obligation of Indemnitee based upon or attributable to the Indemnitee gaining in fact any personal gain, unless profit or advantage to which he was not entitled; or (e) Any Proceeding initiated by Indemnitee without the consent or authorization of the Board of Directors of the Company, provided that this exclusion shall not apply with respect to any claims brought by Indemnitee (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s his rights under this Agreement or (for the avoidance ii) in any Proceeding initiated by another person or entity whether or not such claims were brought by Indemnitee against a person or entity who was otherwise a party to such Proceeding. Nothing in this Section 10 shall eliminate or diminish Company’s obligations to advance that portion of doubt, Indemnitee shall not be deemed, for purposes Indemnitee’s Expenses which represent attorneys’ fees and other costs incurred in defending any Proceeding pursuant to Section 3 of this subsection, Agreement; subject however to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated the undertaking by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfulform attached hereto as Exhibit 1 and incorporated by reference herein.

Exclusions. 8.1. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify make any indemnity, contribution or hold harmless Indemnitee, or, advancement of Expenses in the case of (a) and (c), to advance Expenses to connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any similar successor statute) or similar provisions of state statutory law or common law;; or (cb) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated or brought voluntarily by Indemnitee orIndemnitee, if Indemnitee was nominated to the Board by one of more of the Sponsor Entitiesincluding, such Sponsor Entitywithout limitation, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, other than a Proceeding initiated by Indemnitee to enforce its rights under this Agreement, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, or (ii) the Company provides the indemnificationindemnification payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law or law; or (iiic) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance payment of doubtamounts required to be reimbursed to the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Indemnitee shall not be deemedas amended, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)similar successor statute; or (d) for any payment to Indemnitee that is determined to be unlawful by a final judgment or other adjudication of a court or arbitration, arbitral or administrative body of competent jurisdiction as to which there is no further right or option of appeal or the time within which an appeal must be filed has expired without such filing and under the procedures and subject to the presumptions of this Agreement; or (e) in connection with any Proceeding initiated by Indemnitee to enforce its rights under this Agreement if a court of competent jurisdiction determines by final judicial decision that each of the material assertions made by a court having jurisdiction Indemnitee in the matter that is such Proceeding was not subject made in good faith or was frivolous. The exclusion in Section 8.1(c) shall not apply to appeal shall determine that such indemnification is not lawfulcounterclaims or affirmative defenses asserted by Indemnitee in an action brought against Indemnitee.

Exclusions. Notwithstanding any provision anything in this AgreementAgreement to the contrary, the Company Indemnitee shall not be obligated entitled to indemnification under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) for which to the extent that payment has is actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such a valid, enforceable and collectible insurance policy; (b) to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement; (c) in connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudicated by final judgment in a court of law to be liable for an accounting gross negligence or misconduct in the performance of his duty to the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper; (d) in connection with any Proceeding initiated by Indemnitee against the Company, any director or officer of the Company or any other party, and not by way of defense, unless (i) the Company has joined in or the Reviewing Party (as hereinafter defined) has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under this Agreement or any applicable law; (e) for a disgorgement of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company within the meaning of pursuant to Section 16(b) of the Exchange Act or similar provisions of any applicable U.S. state statutory law or common law; (cf) except brought about by the dishonesty or fraud of the Indemnitee seeking payment hereunder; provided, however, that the Indemnitee shall be protected under this Agreement as provided in Section 12(d) of this Agreement, in connection with to any Proceeding (or any part claims upon which suit may be brought against him by reason of any Proceeding) initiated by Indemnitee oralleged dishonesty on his part, if Indemnitee was nominated unless a judgment or other final adjudication thereof adverse to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless establishes that he committed (i) the Board authorized the Proceeding (or any part acts of any Proceeding) prior to its initiationactive and deliberate dishonesty, (ii) the Company provides the indemnificationwith actual dishonest purpose and intent, in its sole discretion, pursuant to the powers vested in the Company under applicable law or and (iii) such Proceeding which acts were material to the cause of action so adjudicated; (g) for any judgment, fine or penalty which the Company is being brought prohibited by Indemnitee to assert, interpret or enforce applicable law from paying as indemnity; (h) arising out of Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)'s personal tax matter; or (di) arising out of Indemnitee's breach of an employment agreement with the Company (if a final decision by a court having jurisdiction in any) or any other agreement with the matter that is not subject to appeal shall determine that such indemnification is not lawfulCompany or any of its subsidiaries.

Exclusions. Notwithstanding any provision anything in this AgreementAgreement to the contrary, the Company Indemnitee shall not be obligated entitled to indemnification under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) for which to the extent that payment has is actually been made to or on behalf of the Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such a valid, enforceable and collectible insurance policy; (b) to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement; (c) in connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudicated by final judgment in a court of law to be liable for an accounting gross negligence or willful misconduct in the performance of his/her duty to the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper; (d) in connection with any Proceeding initiated by the Indemnitee against the Company, any director or officer of the Company, and not by way of defense, unless (i) the Company has joined in or the Board has consented to the initiation of such Proceeding; or(ii) the Proceeding is one to enforce indemnification rights under this Agreement or any applicable law; (e) for a disgorgement of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company within the meaning of pursuant to Section 16(b) of the Exchange Act or similar provisions of any applicable U.S. state statutory law or common law; (cf) except brought about by the dishonesty or fraud of the Indemnitee seeking payment hereunder; provided, however, that the Indemnitee shall be protected under this Agreement as provided in Section 12(d) of this Agreement, in connection with to any Proceeding (or any part claims upon which suit may be brought against him by reason of any Proceeding) initiated by Indemnitee oralleged dishonesty on his/her part, if Indemnitee was nominated unless a judgment or other final adjudication thereof adverse to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless establishes that he/she committed (i) the Board authorized the Proceeding (or any part acts of any Proceeding) prior to its initiationactive and deliberate dishonesty, (ii) the Company provides the indemnificationwith actual dishonest purpose and intent, in its sole discretion, pursuant to the powers vested in the Company under applicable law or and (iii) such Proceeding which acts were material to the cause of action so adjudicated; (g) for any judgment, fine or penalty which the Company is being brought prohibited by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)applicable law from paying as indemnity; or (dh) arising out of the Indemnitee’s breach of an employment agreement with the Company (if a final decision by a court having jurisdiction in any) or any other agreement with the matter that is not subject to appeal shall determine that such indemnification is not lawfulCompany or any of its subsidiaries.

Exclusions. Notwithstanding any provision in this Agreement, the Company (a) The Corporation shall not be obligated liable under this Agreement to indemnify or hold harmless Indemnitee, or, make any payment in connection with any Liability incurred by the case of (a) and (c), to advance Expenses to IndemniteeIndemnified Representative: (a1) to the extent payment for which payment has actually been such Liability is made to or on behalf of Indemnitee the Indemnified Representative under any an insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policyCorporation; (b2) to the extent payment is made to the Indemnified Representative for such Liability by the Corporation under its Certification of Incorporation, by-laws, the Delaware General Corporation Law, or otherwise than pursuant to this Agreement; (3) to the extent such Liability is determined in a final determination pursuant to Section 5(d) hereof to be based upon or attributable to the Indemnified Representative gaining any personal profit to which such Indemnified Representative was not legally entitled; (4) for an accounting any claim by or on behalf of the Corporation for recovery of profits made resulting from the purchase and sale (or sale and purchase) purchase by Indemnitee such Indemnified Representative of equity securities of the Company within the meaning of Corporation pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended; (5) directly attributable to the conduct of the Indemnified Representative that has been determined in a final determination pursuant to Section 5(d) hereof to constitute bad faith or similar provisions active and deliberate dishonesty, in either such case material to the cause of state statutory law action or common law;claim at issue in the Proceeding, or (6) to the extent such indemnification has been determined in a final determination pursuant to Section 5(d) hereof to be unlawful. (b) Any act, omission, liability, knowledge, or other fact of or relating to any other person, including any other person who is also an Indemnified Representative, shall not be imputed to the Indemnified Representative for the purposes of determining the applicability of any exclusion set forth herein. (c) except as provided in Section 12(d) The termination of a 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 Indemnified Representative is not entitled to indemnification under this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any provision in of this AgreementAgreement to the contrary (including Section 3.01 and Section 4.01), the Company shall not be obligated under this Agreement to indemnify (or hold harmless Indemnitee, or, advance expenses) in the case of (a) and (c), to advance Expenses to Indemniteeconnection with: (a) for which payment has actually been any claim made to or on behalf of against Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy; (bi) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of pursuant to Section 16(b) of the Exchange Act or similar provisions of state statutory law or common lawlaw or (ii) for reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company in each case as required under the Exchange Act; (cb) except as provided in for an action, suit or other proceeding contemplated by Section 12(d) of this Agreement8.06(b), in connection with any Proceeding action, suit or other proceeding (or any part of any Proceedingthereof) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, (including any Proceeding such action, suit or other proceeding (or any part of any Proceedingthereof) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees employees, agents or other indemnitees), unless (i) the Board authorized the Proceeding action, suit or other proceeding (or any part of any Proceedingthereof) prior to its initiation, initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)law; or (dc) if any claim, issue or matter in a final decision Proceeding by a court having jurisdiction or in the matter that is not subject right of the Company to appeal procure a judgment in its favor as to which Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent the Delaware Chancery Court or the court in which such Proceeding was brought shall determine that upon application that, despite the adjudication of liability but in view of all circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such indemnification is not lawfulexpenses which the Delaware Chancery Court or such other court shall deem proper.

Exclusions. Notwithstanding any provision in this AgreementAgreement to the contrary, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) subject to Section 14(c) to make any indemnity for amounts otherwise indemnifiable hereunder (or for which payment advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually been made to or on behalf of Indemnitee received such amounts under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy, contract, agreement or otherwise; (b) to make any indemnity or advancement for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law, or any related Expenses; (c) to make any indemnity or advancement that is prohibited by applicable law; (d) to make any indemnity or advancement for claims initiated or brought by Indemnitee (including in defending any affirmative defenses or counterclaims brought or made in connection with a claim initiated by Indemnitee) or any related Expenses, except as provided (i) with respect to proceedings brought to establish or enforce a right to receive Enforcement Expenses or indemnification under this Agreement or any other agreement or insurance policy or under the Charter or Bylaws now or hereafter in effect relating to indemnification or advancement (which shall be governed by Section 12(d13(e) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation), (ii) if the Board of Directors of the Company provides has approved the indemnificationinitiation or bringing of such claim, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights as otherwise required under this Agreement (for Pennsylvania law. For the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (Aa) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (Bb) having made any mandatory counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (de) if to make any indemnity in respect of any issue or matter (or any related Expenses) as to which Indemnitee (i) did not act in good faith and in a final decision by a court having jurisdiction manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or (ii) in the matter case of a criminal proceeding had reasonable cause to believe that is not subject to appeal shall determine that such indemnification is not lawfulhis or her conduct was unlawful.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company, the Bylaws, the Certificate of Incorporation, any other indemnity provisions or otherwise of the amounts otherwise indemnifiable by the Company hereunder, except with respect to any excess beyond the amount paid under such insurance policypolicy or such other indemnity provision; (b) for an accounting disgorgement of profits made arising from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning in violation of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated or designated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemniteesindemnitees and not by way of defense, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee▇▇▇▇▇▇▇▇▇▇); or; (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is prohibited by applicable law or otherwise not lawful; for any amounts paid in settlement of any threatened or pending claim related to an Indemnifiable Event effected without the Company’s prior written consent, which shall not be unreasonably withheld; or (e) for Indemnitee’s reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 in connection with an accounting restatement of the Company or the payment to the Company of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act).

Exclusions. Notwithstanding any provision The prohibition in this Agreement, the Company ‎Section 3.1(a) shall not be obligated under this Agreement apply to indemnify the activities of the Shareholder or hold harmless Indemnitee, or, any of its Group Members in the case of (a) and (c), to advance Expenses to Indemniteeconnection with: (a) for which payment has actually been acquisitions made to as a result of a stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or on behalf of Indemnitee under any insurance policy obtained other like change approved or recommended by the Company except with respect to any excess beyond Board (unless a representative of the amount paid under Incumbent Directors informed the Shareholder in writing that a majority of directors on the Board and/or such insurance policy;committee at the time of such approval or recommendation are not Incumbent Directors); or (b) the exercise of options for an accounting of profits made from the purchase and sale (of Company’s securities held by the Shareholder or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common lawa Permitted Transferee thereof; (c) except as acquisitions made in connection with a transaction or series of related transactions in which the Shareholder or any of its Group Members acquires a previously unaffiliated business entity that Beneficially Owns Equity Securities, Voting Securities or Derivative Instruments, or any securities convertible into, or exercisable or exchangeable for, Equity Securities, Voting Securities or Derivative Instruments, at the time of the consummation of such acquisition, provided in Section 12(d) of this Agreement, that in connection with any Proceeding (such acquisition, the Shareholder or any part of any Proceeding) initiated by Indemnitee orsuch applicable Group Member, if Indemnitee was nominated to as the Board by one of more of the Sponsor Entitiescase may be, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of either (A) having asserted causes such entity to divest the Equity Securities, Voting Securities or Derivative Instruments, or any affirmative defenses in connection with securities convertible into, or exercisable or exchangeable for, Equity Securities, Voting Securities or Derivative Instruments, Beneficially Owned by the acquired entity within a claim not initiated by Indemnitee period of one hundred twenty (120) calendar days after the date of the consummation of such acquisition, or (B) having made divests the Equity Securities, Voting Securities or Derivative Instruments, or any counterclaim (whether permissive other securities convertible into, or mandatory) exercisable or exchangeable for, Equity Securities, Voting Securities or Derivative Instruments, Beneficially Owned by the Shareholder and its Affiliates, in connection an amount so that the Shareholder and its Affiliates, together with any claim not initiated by Indemnitee); or (d) if such acquired business entity, shall not, acting alone or as part of a final decision by Group, directly or indirectly, Beneficially Own a court having jurisdiction number of Ordinary Share Equivalents in excess of the matter that is not Standstill Level following such acquisition, and prior to the disposition thereof, such Ordinary Share Equivalents or other Voting Securities remain subject to appeal shall determine that the terms of this Undertaking in all respects, or (C) causes such indemnification is not lawfulentity to execute a customary joinder to this Undertaking, in form and substance reasonably acceptable to the Company, in which such entity agrees to be bound by the terms of this Undertaking as if such entity was an original party hereto.

Exclusions. Notwithstanding any provision in this Agreement, the (a) The Company shall not be obligated liable under this Agreement to indemnify or hold harmless Indemnitee, or, make any payment in connection with any Liability incurred by the case of (a) and (c), to advance Expenses to Indemnitee: (a1) to the extent payment for which payment has actually been such Liability is made to or on behalf of the Indemnitee under any an insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policyCompany; (b2) to the extent payment is made to or on behalf of the Indemnitee for such Liability by the Company under its Certificate of Incorporation, By-Laws, the Delaware General Corporation Law, or otherwise than pursuant to this Agreement; (3) to the extent such Liability is determined in a final judgment pursuant to Section 5(e) hereof to be based upon or attributable to the Indemnitee gaining any personal profit or advantage to which such Indemnitee was not legally entitled; (4) for an accounting any claim by or on behalf of the Company for recovery of profits made resulting from the purchase and sale (or sale and purchase) purchase by such Indemnitee of equity securities of the Company within the meaning of pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended; (5) for which the conduct of the Indemnitee has been determined in a final judgment pursuant to Section 5(e) hereof to constitute bad faith or similar provisions active and deliberate dishonesty, in either such case material to the cause of state statutory law action or common law;claim at issue in the Proceeding; or (6) to the extent such indemnification has been determined in a final judgment pursuant to Section 5(e) hereof to be unlawful. (b) No act, omission, liability, knowledge, or other fact of or relating to any other person, including any other person who is also an Indemnitee, shall be imputed to the Indemnitee for the purposes of determining the applicability of any exclusion set forth herein. (c) except as provided in Section 12(d) The termination of a 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 Indemnitee is not entitled to indemnification under this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (Aa) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (Bb) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any provision anything in this AgreementAgreement to the contrary, the Company Indemnitee shall not be obligated entitled to indemnification under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) for which to the extent that payment has is actually been made to or on behalf of the Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such a valid, enforceable and collectible insurance policy; (b) to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement; (c) in connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudicated by final judgment in a court of law to be liable for an accounting gross negligence or willful misconduct in the performance of his/her duty to the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper; (d) in connection with any Proceeding initiated by the Indemnitee against the Company, any director or officer of the Company, and not by way of defense, unless (i) the Company has joined in or the Board has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under this Agreement or any applicable law; (e) for a disgorgement of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company within the meaning of pursuant to Section 16(b) of the Exchange Act or similar provisions of any applicable U.S. state statutory law or common law; (cf) except brought about by the dishonesty or fraud of the Indemnitee seeking payment hereunder; provided, however, that the Indemnitee shall be protected under this Agreement as provided in Section 12(d) of this Agreement, in connection with to any Proceeding (or any part claims upon which suit may be brought against him by reason of any Proceeding) initiated by Indemnitee oralleged dishonesty on his/her part, if Indemnitee was nominated unless a judgment or other final adjudication thereof adverse to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless establishes that he/she committed (i) the Board authorized the Proceeding (or any part acts of any Proceeding) prior to its initiationactive and deliberate dishonesty, (ii) the Company provides the indemnificationwith actual dishonest purpose and intent, in its sole discretion, pursuant to the powers vested in the Company under applicable law or and (iii) such Proceeding which acts were material to the cause of action so adjudicated; (g) for any judgment, fine or penalty which the Company is being brought prohibited by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)applicable law from paying as indemnity; or (dh) arising out of the Indemnitee’s breach of an employment agreement with the Company (if a final decision by a court having jurisdiction in any) or any other agreement with the matter that is not subject to appeal shall determine that such indemnification is not lawfulCompany or any of its subsidiaries.

Exclusions. Notwithstanding the scope of indemnification which may be available to Indemnitee from time to time under any provision in this AgreementApplicable Document, no indemnification, reimbursement or payment shall be required of the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemnitee:hereunder with respect to: ​ (a) for Any claim or any part thereof as to which payment has actually Indemnitee shall have been made determined by a court of competent jurisdiction from which no appeal is or can be taken, by clear and convincing evidence, to have acted or on behalf of Indemnitee under any insurance policy obtained by failed to act with deliberate intent to cause injury to the Company except or with respect to any excess beyond reckless disregard for the amount paid under such insurance policy;best interest of the Company; ​ (b) for an accounting of profits made from the purchase and sale (Any claim or sale and purchase) by Indemnitee of securities of the Company within the meaning of any part thereof arising under Section 16(b) of the Securities Exchange Act of 1934 pursuant to which Indemnitee shall be obligated to pay any penalty, fine, settlement or similar provisions of state statutory law or common law;judgment; ​ (c) except as provided in Section 12(d) of this Agreement, in connection with Any civil money penalty or judgment resulting from any Proceeding (instituted by any federal banking agency, or any part of other liability or legal expense with regard to any Proceedingadministrative proceeding or civil action by any banking agency that results in a final order or settlement pursuant to which Indemnitee: ​ (1) initiated by Indemnitee or, if Indemnitee was nominated to is assessed a civil money penalty; (2) is removed from office or prohibited from participating in the Board by one of more conduct of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part affairs of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees affiliates; (3) is required to cease and desist from taking any affirmative action described under the Federal Deposit Insurance Act or other indemniteesapplicable banking laws with respect to the Company and its affiliates; ​ (d) Any obligation of Indemnitee based upon or attributable to the Indemnitee gaining in fact any personal gain, unless profit or advantage to which he or she was not entitled; or ​ (e) Any Proceeding initiated by Indemnitee without the consent or authorization of the Board of Directors of the Company, provided that this exclusion shall not apply with respect to any claims brought by Indemnitee (i) the Board authorized the Proceeding (to enforce his or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s her rights under this Agreement or (for the avoidance ii) in any Proceeding initiated by another person or entity whether or not such claims were brought by Indemnitee against a person or entity who was otherwise a party to such Proceeding. ​ Nothing in this Section 10 shall eliminate or diminish Company’s obligations to advance that portion of doubt, Indemnitee shall not be deemed, for purposes Indemnitee’s Expenses which represent attorneys’ fees and other costs incurred in defending any Proceeding pursuant to Section 3 of this subsection, Agreement; subject however to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated the undertaking by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.form attached hereto as Exhibit 1 and incorporated by reference herein. ​

Exclusions. Notwithstanding any provision in this AgreementAgreement to the contrary, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) to make any indemnity for amounts otherwise indemnifiable hereunder (or for which payment advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually been made to or on behalf of Indemnitee received such amounts under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy, contract, agreement or otherwise; (b) to make any indemnity for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) to make any indemnity or advancement that is prohibited by applicable law; or (d) to make any indemnity or advancement for claims initiated or brought by Indemnitee (including Expenses incurred by Indemnitee in defending any affirmative defenses or counterclaims brought or made in connection with a claim initiated by Indemnitee), except as provided (i) with respect to proceedings brought to establish or enforce a right (including to receive Expenses, Enforcement Expenses or indemnification) under this Agreement or any other agreement or insurance policy or under the Charter or Bylaws now or hereafter in effect relating to indemnification or advancement (which shall be governed by Section 12(d13(e) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation), (ii) if the Company provides Board has approved the indemnificationinitiation or bringing of such claim, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights as otherwise required under this Agreement (for Delaware law. For the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (Aa) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (Bb) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. (a) Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemniteemake any indemnity, orincluding for Expenses, in the case of (a) and (c), to advance Expenses to connection with any Proceeding against Indemnitee: (ai) for which payment actually has actually been made to received by or on behalf of Indemnitee under any insurance policy obtained by the Company or other indemnity provision, except with respect to any excess beyond the amount paid actually received under such insurance policy;policy or other indemnity provision; or (bii) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee or any member of the Indemnitee's immediate family of securities of the Company within the meaning of Section 16(b) of the Exchange Act Act, as amended, or similar provisions of state blue sky law, state statutory law or common law;; or (ciii) except based upon or attributable to the Indemnitee or any member of the Indemnitee's immediate family gaining in fact any personal profit or advantage to which the Indemnitee was not legally entitled; provided that the Indemnitee shall be protected under this Agreement as provided in Section 12(dto any claims upon which suit may be brought against Indemnitee by reason of any alleged personal profit or advantage to which the Indemnitee was not legally entitled, unless a final and non-appealable adjudication thereof adverse to the Indemnitee by a court of competent jurisdiction shall establish that Indemnitee committed act(s) of this Agreementpersonal profit or advantage to which the Indemnitee was not legally entitled; or (iv) prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company (other than any Proceeding referred to in Sections 13(d) or (e) below or any other Proceeding commenced to recover any Expenses referred to in Section 7(c) above) or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)law; or (dv) if the funds at issue were paid pursuant to a final decision settlement approved by a court having and indemnification would be inconsistent with any condition with respect to indemnification expressly imposed by the court in approving the settlement; or (vi) based upon or attributable to the fraud, willful misconduct or dishonesty of the Indemnitee seeking payment hereunder; provided that the Indemnitee shall be protected under this Agreement as to any claims upon which suit may be brought against Indemnitee by reason of any alleged fraud, willful misconduct or dishonesty on Indemnitee's part, unless a final and non-appealable adjudication thereof adverse to the Indemnitee by a court of competent jurisdiction shall establish that Indemnitee committed fraud, willful misconduct or act(s) of active and deliberate dishonesty, with actual dishonest purpose and intent, which act(s) were material to the cause of action so adjudicated; or (vii) for bodily injury, sickness, disease or death of any person, or damage to or destruction of any tangible property, including loss of use thereof, not in connection with performance of employment; or (viii) for which indemnification under this Agreement is determined by a final and non-appealable adjudication of a court of competent jurisdiction to be unlawful and violative of public policy. (b) Notwithstanding anything to the matter contrary set forth in or relied upon by the Indemnitee in connection with this Agreement, (i) for the purposes of this Agreement, the term "Company" and "Enterprise" shall specifically exclude Loral Space & Communications Ltd., a Bermuda corporation, or any direct or indirect subsidiary thereof that at the time was not or that is not subject a direct or indirect subsidiary of the Company (collectively, "Old Loral"), and the Company shall not have any obligations pursuant to appeal shall determine this Agreement by virtue of any assertion by any person, entity or governmental authority or any determination of a court of competent jurisdiction, that such indemnification it is not lawful.a successor to Old Loral or any other entity;

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any provision in this AgreementAgreement to the contrary, but subject to Section 26 in the case of Section 9(a), the Company Corporation shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemniteemake any indemnity: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company or other indemnity provision, except with respect to any excess beyond the amount paid under such any insurance policypolicy or other indemnity provision; (b) for an accounting any disgorgement of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Corporation under Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; (c) except as provided for claims initiated or brought by Indemnitee (including Expenses incurred by Indemnitee in Section 12(d) of this Agreement, defending any affirmative defenses or counterclaims brought or made in connection with any Proceeding (or any part of any Proceeding) a claim initiated by Indemnitee orIndemnitee), if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless except (i) the Board authorized the Proceeding (with respect to actions or proceedings brought to establish or enforce a right to receive Expenses or indemnification under this Agreement or any part other agreement or insurance policy or under the Certificate of any Proceeding) prior Incorporation or the Bylaws now or hereafter in effect relating to its initiationindemnification, (ii) if the Company provides Board approves, at any time, the indemnificationinitiation or bringing of such claim, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assertas otherwise required under Delaware law; provided however that, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsectionSection, to have initiated or brought any claim by reason of (A1) having asserted any affirmative defenses in connection with a claim not initiated by the Indemnitee or (B2) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision for which payment is prohibited by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfulapplicable law.

Exclusions. Notwithstanding any provision in this Agreement, the Company The INSURER shall not be obligated under this Agreement liable to indemnify make any payment for LOSS in connection with any CLAIM: A. Arising from, or hold harmless Indemniteein any way involving, oractual or alleged: bodily injury, in sickness, disease or death of any person, damage to or destruction of any tangible property including loss of use thereof, invasion of privacy, wrongful entry, eviction, false arrest, false imprisonment, malicious prosecution, libel, slander, false light or defamation, except when such libel, slander, false light or defamation is a result of employment related defamation; B. For an actual or alleged violation of the case responsibilities, obligations or duties imposed by the Employee Retirement Income Security Act of 1974 (a) and (cERISA), any Worker's Compensation, disability benefits or workers’ compensation law, The Fair Labor Standards Act (except the Equal Pay Act), the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Occupational Safety and Health Act, rules or regulations promulgated under and amendments to advance Expenses to Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of any federal, state or local statutory law or common law; except that this exclusion shall not apply to any CLAIM for actual or alleged WRONGFUL TERMINATION or RETALIATION based upon claims asserted under said acts; C. Arising from or in any way involving an obligation based upon an INSURED’S assumption of liability for another person or entity, except to the extent that the INSURED would have been liable in the absence of the contract or agreement; D. Brought by any person or entity other than a Director, Officer, EMPLOYEE or an applicant who has sought and been refused employment; E. Arising from, or in any way involving: (c1) except as provided in Section 12(d) any WRONGFUL EMPLOYMENT ACT, or any fact, circumstance or situation which has been the subject of any notice given prior to the effective date of this Agreement, in connection with Policy under any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated insurance policy providing protection to the Board by one of more of the Sponsor Entities, such Sponsor Entityan INSURED, including any Proceeding matter related thereto; or (or 2) any part other WRONGFUL EMPLOYMENT ACT which has been the subject of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested notice described in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assertpreceding clause, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.which would constitute INTERRELATED WRONGFUL EMPLOYMENT ACTS;

Exclusions. Notwithstanding any provision in this Agreement, the Company 3.1 A Seller shall not be obligated liable in respect of a claim under this Agreement paragraph 2 and/or for a Tax Warranty Claim to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemniteeextent that: (a) for which payment has actually been made an allowance, provision or reserve was included in the Locked Box Accounts in respect of the matter giving rise to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policyrelevant liability; (b) for the relevant liability arises in the ordinary course of a Group Company’s business as a result of or in connection with an accounting Event occurring between the Locked Box Date and the date of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common lawCompletion; (c) except as provided the relevant liability is within the scope of Clause 31; (d) the relevant liability constitutes Leakage or Permitted Leakage; (e) payment or discharge of the relevant liability has been made prior to Locked Box Accounts and such payment or discharge has been reflected in Section 12(dthe Locked Box Accounts; (f) the matter giving rise to the relevant liability has been discharged or made good without loss or cost to any member of the Purchaser’s Group; (g) the matter giving rise to the relevant liability would not have arisen but for any change (announced and effective) after the date of this AgreementAgreement in: (i) a law, rule or regulation in respect of Tax; (ii) rates of Taxation; or (iii) published interpretation of the law or published administrative practice of a Taxation Authority; (h) the relevant liability has arisen wholly or partially from an event before or after Completion at the written request or direction of, or with the written acquiescence or consent of the Purchaser or any member of the Purchaser’s Group (or any authorised agent or adviser of any of the aforementioned entities); (i) any Relief (other than a Purchaser’s Relief) is available to the relevant Group Company to be utilised to reduce the relevant liability or reduce the income, profits or gains giving rise to the relevant liability; (j) the relevant liability arose as a result of a transaction, act or omission entered into, carried out or failed to be carried out by or on behalf of a Group Company, any member of the Purchaser’s Group or the Purchaser after Completion, other than any such transaction, act or omission required by law; (k) the relevant liability would not have arisen but for a cessation of trade by, or a change in the nature or conduct of the trade of, a Group Company on or after Completion; (l) the relevant liability arises or is increased in connection with any Proceeding (failure by the Purchaser or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more member of the Sponsor EntitiesPurchaser’s Group to comply with, such Sponsor Entityor a failure to procure the compliance of a Group Company with, including any Proceeding of their respective obligations under this Schedule or under the Agreement; (m) the relevant liability results from or is increased or extended by any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one change on or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless after Completion in: (i) the Board authorized accounting reference date of a Group Company; or (ii) any change in the Proceeding accounting policies or Tax reporting practices of a Group Company; and (n) the relevant liability would not have arisen but for: (i) the making of a claim, election, surrender or disclaimer, the giving of a notice or consent, or the doing of any other thing under the provisions of any enactment or regulation relating to Tax, in each case after Completion by the Purchaser, any member of the Purchaser’s Group or any part of any Proceeding) prior to its initiation, Group Company; (ii) the failure or omission on the part of any Group Company provides to make any such valid claim, election, surrender or disclaimer, or to give any such notice or consent or to do any other such thing, as a Seller may require; (o) the indemnificationrelevant liability arises in respect of income, in its sole discretionprofits or gains earned, pursuant accrued or received on or before Completion but apportioned to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (period after Completion for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); orpreparing the Locked Box Accounts; (dp) if the relevant liability arises by virtue of the average rate of Tax of any Group Company increasing as a final decision by result of becoming a court having jurisdiction in member of the matter that is not subject to appeal shall determine that such indemnification is not lawfulPurchaser’s Group.

Exclusions. Notwithstanding any provision anything in this AgreementAgreement to the contrary, the Company Indemnitee shall not be obligated entitled to indemnification under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) for which to the extent that payment has is actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such a valid, enforceable and collectible insurance policy; (b) to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement; (c) in connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as to which Indemnitee shall have been adjudicated by final judgment in a court of law to be liable for an accounting intentional misconduct in the performance of his/her duty to the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper; (d) in connection with any Proceeding initiated by Indemnitee against the Company, any director or officer of the Company or any other party, and not by way of defense, unless (i) the Company has joined in or the Reviewing Party (as hereinafter defined) has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under this Agreement or any applicable law; (e) for a disgorgement of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company within the meaning of pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any applicable U.S. state statutory law or common law; (cf) except brought about by the dishonesty or fraud of Indemnitee seeking payment hereunder; provided, however, that Indemnitee shall be protected under this Agreement as provided in Section 12(d) of this Agreement, in connection with to any Proceeding (or any part claims upon which suit may be brought against him/her by reason of any Proceeding) initiated by Indemnitee oralleged dishonesty on his/her part, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees unless a judgment or other indemnitees, unless final adjudication thereof adverse to Indemnitee establishes that he/she committed (i) the Board authorized the Proceeding (or any part acts of any Proceeding) prior to its initiationactive and deliberate dishonesty, (ii) the Company provides the indemnificationwith actual dishonest purpose and intent, in its sole discretion, pursuant to the powers vested in the Company under applicable law or and (iii) such Proceeding which acts were material to the cause of action so adjudicated; (g) for any judgment, fine or penalty which the Company is being brought prohibited by Indemnitee to assert, interpret or enforce applicable law from paying as indemnity; (h) arising out of Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)personal tax matter; or (di) arising out of Indemnitee’s breach of an employment agreement with the Company (if a final decision by a court having jurisdiction in any) or any other agreement with the matter that is not subject to appeal shall determine that such indemnification is not lawfulCompany or any of its subsidiaries or VIEs.

Exclusions. Notwithstanding any provision in this Agreement, the Company Lessee shall not be obligated under this Agreement required to indemnify or hold harmless Indemnitee, or, in the case of (apay any indemnity pursuant to Section 9(a) and (c), to advance Expenses to Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond of the amount paid following: (i) any Tax to the extent attributable solely to an event or circumstance occurring prior to the Delivery Date; (ii) any Tax imposed as a result of a voluntary transfer, assignment or other disposition by Lessor of the Aircraft or the Lease unless such transfer, assignment or other disposition shall occur (x) at any time when an Event of Default under such insurance policy; (b) for an accounting of profits made from the purchase Lease shall have occurred and sale be continuing (or sale and purchasewould be continuing but for the exercise of remedies), or (y) by Indemnitee in connection or as a result of securities with any termination of the Company within Lease; (iii) any Tax to the meaning extent attributable solely to any event, circumstance or period of time that occurs after the Aircraft has been redelivered to Lessor pursuant to Section 16(b12 hereof (under circumstances not involving a repossession pursuant to Section 13(b) hereof) unless any such act or event shall itself result from or be attributable to an act or omission of Lessee which occurred prior to or concurrently with the redelivery of the Exchange Act Aircraft and the discharge of Lessee's obligations under the Lease; and (iv) any Tax that is imposed by any state or similar provisions local government or taxing authority in the United States and that is imposed on or measured by the gross or net income, gross or net receipts, capital or net worth of state statutory law an Indemnitee; provided that the exclusion described in this subparagraph (iv) shall not apply to (A) Taxes that are or common law; are in the nature of sales, use, rental, value-added, license, excise or property Taxes, or (cB) except any Tax to the extent incurred by such Indemnitee as provided in Section 12(da result of (1) the use or location of this Agreement, in connection with the Aircraft or any Proceeding (Engine or any part of any Proceedingthereof in the jurisdiction imposing the Tax or (2) initiated by Indemnitee orthe situs of organization, if Indemnitee was nominated to the Board by one any place of more business or any activity of Lessee, any affiliate of Lessee or any Person having custody, possession or use of the Sponsor Entities, such Sponsor Entity, including Aircraft or any Proceeding (Engine or any part of any Proceedingthereof through Lessee in the jurisdiction imposing the Tax or (3) initiated by Indemnitee orthe execution, if Indemnitee was nominated to the Board by one delivery, filing, registration, recording or more enforcement of the Sponsor EntitiesLease, such Sponsor Entityor any instrument, against the Company or its directors, officers, employees certificate or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, document executed pursuant to the powers vested Lease, in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for jurisdiction imposing the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfulTax.

Exclusions. Notwithstanding any provision in of this Agreement, the Company shall not be obligated under this Agreement to indemnify make any indemnity or hold harmless Indemnitee, or, advancement of Expenses in the case of (a) and (c), to advance Expenses to connection with any Claim made against Indemnitee: (a) for which a final decision by a court or arbitration body having jurisdiction in the matter shall determine that such indemnification is not lawful; (b) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company or other provision, except with respect to any excess beyond the amount paid under such any insurance policypolicy or other indemnity provision; (bc) for an accounting the disgorgement of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning in violation of Section 16(b) of the Exchange Act Act, or similar provisions of state statutory law or common law, with respect to transactions not approved or authorized by the Company; (cd) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding Claim (or any part of any ProceedingClaim) initiated by Indemnitee orthe Indemnitee, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated Claim by the Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees employees, or other indemniteespersons entitled to be indemnified by the Company, unless (i) the Board authorized Company is expressly required by law to make the Proceeding (or any part of any Proceeding) prior to its initiationindemnification, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested has joined in the Company under applicable law or Claim, (iii) such Proceeding the Claim was authorized or consented to by the Board of Directors of the Company, or (iv) the Claim is being brought by Indemnitee one to assert, interpret or enforce Indemnitee’s rights under this Agreement Agreement; (e) for any Expenses incurred by the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, with respect to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated Claim instituted by Indemnitee to enforce or (B) having interpret this Agreement, if a court of competent jurisdiction determines that the material assertions made any counterclaim (whether permissive by the Indemnitee in such Claim were not made in good faith or mandatory) in connection with any claim not initiated by Indemnitee); orwere frivolous; (df) for amounts, including any related Expenses, that are an excise tax or other penalty under Internal Revenue Code Sections 280G or 4999; (g) to indemnify Indemnitee if a final final, non-appealable decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfullawful; (h) to indemnify Indemnitee for the payment of amounts required to be reimbursed to the Company pursuant to Section 304 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or any similar successor statute; or (i) to indemnify Indemnitee for the payment of amounts required to be reimbursed to the Company pursuant to Section 954 of the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, as amended, or any similar successor statute.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemniteemake any payment: (a) in connection with any claim made against Indemnitee for which payment has actually been made to received by or on behalf of Indemnitee under any insurance policy obtained by the Company or other indemnity provision, except with respect to any excess beyond the amount paid actually received under such any insurance policy, contract, agreement, other indemnity provision or otherwise; (b) in connection with any claim made against Indemnitee for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as provided in Section 12(dconnection with a Proceeding by or in the right of the Company in which the Indemnitee was adjudged liable to the Company; (d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated charging improper personal benefit to the Board by one of more of the Sponsor EntitiesIndemnitee, such Sponsor Entity, including any Proceeding (whether or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnificationnot involving action in his official capacity, in its sole discretion, pursuant to which he was adjudged liable on the powers vested in the Company under applicable law or basis that personal benefit was improperly received by him; (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatorye) in connection with any claim not initiated by Indemnitee)Indemnitee without the prior written consent or authorization of the Board, provided that this exclusion shall not apply with respect to any claim brought by Indemnitee to enforce any provision of this Agreement, whether by claim, cross claim, or counterclaim in a legal proceeding, arbitration or otherwise where Indemnitee has been successful on the merits or otherwise with respect to such claim; (f) in connection with proceedings or claims involving the enforcement of the provisions of any employment, severance or compensation plan or agreement that Indemnitee may be a party to, or beneficiary of, with the Company or any of its subsidiaries; or (dg) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfulconnection with any claim or any part thereof arising out of acts or omissions for which applicable law prohibits indemnification.

Exclusions. Notwithstanding any provision in this AgreementAgreement to the contrary, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) to indemnify for amounts otherwise indemnifiable hereunder (or for which payment advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually been made to or on behalf of Indemnitee received such amounts under any insurance policy obtained by policy, contract, agreement or otherwise [; provided that the Company except with respect to any excess beyond foregoing shall not affect the amount paid under such insurance policyrights of Indemnitee or the Secondary Indemnitors as set forth in Section 13(c)]; (b) to indemnify for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; (c) except as provided in to indemnify for any reimbursement of, or payment to, the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company pursuant to Section 12(d) 304 of this Agreement, in connection with SOX or any Proceeding formal policy of the Company adopted by the Board (or a committee thereof), or any part other remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (d) to indemnify with respect to any Proceeding) initiated , or part thereof, brought by Indemnitee oragainst the Company, if Indemnitee was nominated to the Board by one of more of the Sponsor Entitiesany legal entity which it controls, such Sponsor Entity, including any Proceeding (director or officer thereof or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemniteesthird party, unless (i) the Board authorized has consented to the initiation of such Proceeding (or any part of any Proceeding) prior to its initiation, thereof and (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iiilaw; provided, however, that this Section 7(d) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, apply to have initiated or brought any claim by reason of (A) having asserted any counterclaims or affirmative defenses asserted by Indemnitee in connection with a claim not initiated by an action brought against Indemnitee or (B) having made any counterclaim (whether permissive action brought by Indemnitee for indemnification or mandatory) advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in connection with any claim not initiated by Indemnitee)the suit for which indemnification or advancement is being sought as described in Section 12; or (de) if a final decision by a court having jurisdiction in the matter to provide any indemnification or advancement of expenses that is not subject prohibited by applicable law (as such law exists at the time payment would otherwise be required pursuant to appeal shall determine that such indemnification is not lawfulthis Agreement).

Exclusions. Notwithstanding any other provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemnitee: (a) an Indemnified Party: for which payment has actually been made in full to or on behalf of Indemnitee such Indemnified Party under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy; (b) ; for an accounting of profits made by the Indemnified Party from the purchase and sale (or sale and purchase) by Indemnitee such Indemnified Party of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) ; except as provided in Section 12(d) of this Agreementfor compulsory counterclaims, for any Liabilities in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnified Party, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, Indemnified Party against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiationinitiation or the Company participated in such Proceeding, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or law, (iii) such Proceeding is being brought by Indemnitee such Indemnified Party to assert, interpret or enforce Indemnitee’s his or her rights under this Agreement (for the avoidance of doubtAgreement, Indemnitee shall not be deemed, it being understood that for purposes of this subsectionAgreement, bona fide counterclaims, impleadings or other responses or defensive actions by such Indemnified Party shall not be deemed to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not be Proceedings initiated by Indemnitee such Indemnified Party or (Biv) having made any counterclaim (whether permissive such Proceeding is brought by the Indemnitee to exercise his or mandatory) her right to bring such Proceedings under applicable law or in connection with any claim not initiated by Indemnitee)the exercise of his or her fiduciary duty; or (d) if a final non-appealable decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, make any indemnification in the case of (a) and (c), to advance Expenses to connection with any claim made against Indemnitee: (a) for which payment has actually been made to received by or on behalf of Indemnitee under any insurance policy obtained by the Company or other indemnification provision, except with respect to any excess beyond the amount paid actually received under such any insurance policy, contract, agreement, other indemnification provision or otherwise; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as otherwise provided in Section 12(dSections 14(e) of this Agreementand (f) hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, ; or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; and/or (d) where the indemnification would be: (i) inconsistent with the law of the state of New York; (ii) inconsistent with a provision of the certificate of incorporation, a bylaw, a resolution of the board or of the shareholders, an agreement or other proper corporate action, in effect prior to and at the time of the accrual of the alleged cause of action asserted in the Proceeding in which the Expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or (iii) such Proceeding if there has been a settlement that is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision approved by a court having of competent jurisdiction and provides that the indemnification would be inconsistent with any condition with respect to indemnification expressly imposed by such court in approving the matter that is not subject to appeal shall determine that such indemnification is not lawfulsettlement.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemniteemake any indemnity: (a) for which any payment has actually been made to or on behalf of Indemnitee Timmins under any insurance policy obtained by the Company or other in­demnity provision, except with respect to any excess beyond the amount paid under such insurance policyor other indemnity provision; (b) for any breach of his duty of loyalty as a director to the corporation or its shareholders; (c) for any act or omission by Timmins not in good faith or which involves intentional misconduct or a know­ing violation of law; (d) for any unlawful distribution under the Act; (e) for any transaction in which he derived an improper personal benefit; (f) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee Timmins of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any state statutory law or common law; (cg) except as provided if a court having jurisdiction in Section 12(dthe matter shall finally determine that such indemnification is not lawful under any applicable statute or public policy (and, in this re­spect, both the Company and Timmins have been advised that the Securities and Exchange Commission believes that indemnifi­cation for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropri­ate courts for adjudication); or (h) of this Agreement, in connection with any Proceeding (or any part of any Proceedingthereof) initiated by Indemnitee orTimmins, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including or any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, Timmins against the Company or its directors, officers, employees or other indemniteesindemnities, unless unless: (i) the Board authorized the Proceeding (or any part of any Proceeding) prior such indemnification is expressly required to its initiation, be made by law; (ii) the Company provides Proceeding was authorized by the indemnificationBoard of Directors of the Company; (iii) such indemnification is pro­vided by the Company, in its sole discretion, pursuant to the powers vested in the Company under applicable law law; or (iiiiv) such the Proceeding is being brought by Indemnitee initiated pursuant to assert, interpret Section 9.11 hereof and Timmins is successful in whole or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) part in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfulProceeding.

Exclusions. Notwithstanding any provision in this AgreementAgreement to the contrary, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) to indemnify for amounts otherwise indemnifiable hereunder (or for which payment advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually been made to or on behalf of Indemnitee received such amounts under any insurance policy obtained by policy, contract, agreement or otherwise[; provided that the Company except with respect to any excess beyond foregoing shall not affect the amount paid under such insurance policyrights of Indemnitee or the Fund Indemnitors as set forth in Section 13(c)]; (b) to indemnify for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; (c) except as provided in [to indemnify for any reimbursement of, or payment to, the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company pursuant to Section 12(d) 304 of this Agreement, in connection with SOX or any Proceeding formal policy of the Company adopted by the Board (or a committee thereof), or any part other remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law;] (d) to indemnify with respect to any Proceeding) initiated , or part thereof, brought by Indemnitee oragainst the Company, if Indemnitee was nominated to the Board by one of more of the Sponsor Entitiesany legal entity which it controls, such Sponsor Entity, including any Proceeding (director or officer thereof or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemniteesthird party, unless (i) the Board authorized has consented to the initiation of such Proceeding (or any part of any Proceeding) prior to its initiation, thereof and (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iiilaw; provided, however, that this Section 7([c/d]) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, apply to have initiated or brought any claim by reason of (A) having asserted any counterclaims or affirmative defenses asserted by Indemnitee in connection with a claim not initiated by an action brought against Indemnitee or (B) having made any counterclaim (whether permissive action brought by Indemnitee for indemnification or mandatory) advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in connection with any claim not initiated by Indemnitee)the suit for which indemnification or advancement is being sought as described in Section 12; or (de) if a final decision by a court having jurisdiction in the matter to provide any indemnification or advancement of expenses that is not subject prohibited by applicable law (as such law exists at the time payment would otherwise be required pursuant to appeal shall determine that such indemnification is not lawfulthis Agreement).

Exclusions. Notwithstanding any other provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemniteean Indemnified Party: (a) for which payment has actually been made in full to or on behalf of Indemnitee such Indemnified Party under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy; (b) for an accounting of profits made by the Indemnified Party from the purchase and sale (or sale and purchase) by Indemnitee such Indemnified Party of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as provided in Section 12(d) of this Agreementfor compulsory counterclaims, for any Liabilities in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnified Party, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, Indemnified Party against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiationinitiation or the Company participated in such Proceeding, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or law, (iii) such Proceeding is being brought by Indemnitee such Indemnified Party to assert, interpret or enforce Indemnitee’s his or her rights under this Agreement (for the avoidance of doubtAgreement, Indemnitee shall not be deemed, it being understood that for purposes of this subsectionAgreement, bona fide counterclaims, impleadings or other responses or defensive actions by such Indemnified Party shall not be deemed to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not be Proceedings initiated by Indemnitee such Indemnified Party or (Biv) having made any counterclaim (whether permissive such Proceeding is brought by the Indemnitee to exercise his or mandatory) her right to bring such Proceedings under applicable law or in connection with any claim not initiated by Indemnitee)the exercise of his or her fiduciary duty; or (d) if a final non-appealable decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company or under any other indemnity provision, except with respect to any excess beyond the amount paid under such insurance policypolicy or such other indemnity provision; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or; (d) for any expenses incurred by Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous; (e) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfullawful or based upon or attributable to the Indemnitee’s in fact having gained any personal profit or advantage to which he or she was not legally entitled; or (f) for any reimbursement of the Company by such Indemnitee of any bonus or other incentive-based or equity- based compensation or of any profits realized by such person from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) or Section 952 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010, or the payment to the Company of profits arising from the purchase and sale by such Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), if such Indemnitee is held liable therefor (including pursuant to any settlement arrangements) (g) if prohibited by applicable law, provided, however, that if any of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section or clause containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be ​ affected or impaired thereby; and (2) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each such portion of any section or clause containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable Notwithstanding anything contained herein to the contrary, Indemnitee shall not be entitled to recover amounts under this Agreement which, when added to the amount of indemnification payments made to, or on behalf of, Indemnitee, under the Certificate of Incorporation or By-laws of the Company, in the aggregate exceed the Expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by Indemnitee (“Excess Amounts”). To the extent the Company has paid Excess Amounts to Indemnitee, Indemnitee shall be obligated to reimburse the Company for such Excess Amounts.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemniteemake any indemnification payment: (a) except as provided in Section 15(f), in connection with any claim made against Indemnitee for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company or other indemnity provision, except with respect to any excess beyond the amount paid under such any insurance policy;, contract, agreement or other indemnity provision; or (b) in connection with any claim made against Indemnitee for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law;, or (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) or Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); provided, however, that to the fullest extent permitted by applicable law and to the extent Indemnitee is successful on the merits or otherwise with respect to any such Proceeding, the Expenses actually and reasonably incurred by Indemnitee in connection with any such proceeding shall be deemed to be Expenses that are subject to indemnification hereunder; or (c) except as otherwise provided in Section 12(d13(e) of this Agreementhereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) such payment arises in connection with an action, suit or proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Agreement, or (iii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)law; or (d) in connection with respect to any Proceeding instituted by Indemnitee to establish, enforce or interpret a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145 of the DGCL, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous; or (e) to the extent it is determined after final decision by a court having jurisdiction in disposition of the matter that is not subject to appeal shall determine applicable Proceeding that such indemnification is not lawfulunlawful; or (f) on account of Indemnitee’s conduct that is established after final disposition of the applicable Proceeding as knowingly fraudulent.

Exclusions. Notwithstanding the scope of indemnification which may be available to Indemnitee from time to time under any provision in this AgreementApplicable Document, no indemnification, reimbursement or payment shall be required of the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemnitee:hereunder with respect to: ​ (a) for Any claim or any part thereof as to which payment has actually Indemnitee shall have been made determined by a court of competent jurisdiction from which no appeal is or can be taken, by clear and convincing evidence, to have acted or on behalf of Indemnitee under any insurance policy obtained by failed to act with deliberate intent to cause injury to the Company except or with respect to any excess beyond reckless disregard for the amount paid under such insurance policy;best interest of the Company; ​ (b) for an accounting of profits made from the purchase and sale (Any claim or sale and purchase) by Indemnitee of securities of the Company within the meaning of any part thereof arising under Section 16(b) of the Securities Exchange Act of 1934 pursuant to which Indemnitee shall be obligated to pay any penalty, fine, settlement or similar provisions of state statutory law or common law;judgment; ​ (c) except as provided in Section 12(d) of this Agreement, in connection with Any civil money penalty or judgment resulting from any Proceeding (instituted by any federal banking agency, or any part of other liability or legal expense with regard to any Proceedingadministrative proceeding or civil action by any banking agency that results in a final order or settlement pursuant to which Indemnitee: ​ (1) initiated by Indemnitee or, if Indemnitee was nominated to is assessed a civil money penalty; (2) is removed from office or prohibited from participating in the Board by one of more conduct of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part affairs of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees affiliates; (3) is required to cease and desist from taking any affirmative action described under the Federal Deposit Insurance Act or other indemniteesapplicable banking laws with respect to the Company and its affiliates; ​ (d) Any obligation of Indemnitee based upon or attributable to the Indemnitee gaining in fact any personal gain, unless profit or advantage to which he or she was not entitled; or ​ ​ (e) Any Proceeding initiated by Indemnitee without the consent or authorization of the Board of Directors of the Company, provided that this exclusion shall not apply with respect to any claims brought by Indemnitee (i) the Board authorized the Proceeding (to enforce his or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s her rights under this Agreement or (for the avoidance ii) in any Proceeding initiated by another person or entity whether or not such claims were brought by Indemnitee against a person or entity who was otherwise a party to such Proceeding. ​ Nothing in this Section 10 shall eliminate or diminish Company’s obligations to advance that portion of doubt, Indemnitee shall not be deemed, for purposes Indemnitee’s Expenses which represent attorneys’ fees and other costs incurred in defending any Proceeding pursuant to Section 3 of this subsection, Agreement; subject however to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated the undertaking by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.form attached hereto as Exhibit 1 and incorporated by reference herein. ​

Exclusions. Notwithstanding any provision in this AgreementAgreement to the contrary, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) to indemnify for amounts otherwise indemnifiable hereunder (or for which payment advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually been made to or on behalf of Indemnitee received such amounts under any insurance policy obtained by policy, contract, agreement or otherwise; provided that the Company except with respect foregoing shall not [i] apply to any excess beyond personal or umbrella liability insurance maintained by Indemnitee, [or (ii) affect the amount paid under such insurance policyrights of Indemnitee or the Fund Indemnitors as set forth in Section 13(c)]; (b) to indemnify for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; (c) except as provided in to indemnify for any reimbursement of, or payment to, the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company pursuant to Section 12(d) 304 of this Agreement, in connection with SOX or any Proceeding formal policy of the Company adopted by the Board (or a committee thereof), or any part other remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (d) to indemnify with respect to any Proceeding) initiated , or part thereof, brought by Indemnitee oragainst the Company, if Indemnitee was nominated to the Board by one of more of the Sponsor Entitiesany legal entity which it controls, such Sponsor Entity, including any Proceeding (director or officer thereof or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemniteesthird party, unless (i) the Board authorized has consented to the initiation of such Proceeding (or any part of any Proceeding) prior to its initiation, thereof and (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iiilaw; provided, however, that this Section 7(d) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, apply to have initiated or brought any claim by reason of (A) having asserted any counterclaims or affirmative defenses asserted by Indemnitee in connection with a claim not initiated by an action brought against Indemnitee or (B) having made any counterclaim (whether permissive action brought by Indemnitee for indemnification or mandatory) advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in connection with any claim not initiated by Indemnitee)the suit for which indemnification or advancement is being sought as described in Section 12; or (de) if a final decision by a court having jurisdiction in the matter to provide any indemnification or advancement of expenses that is not subject prohibited by applicable law (as such law exists at the time payment would otherwise be required pursuant to appeal shall determine that such indemnification is not lawfulthis Agreement).

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee: (a) on account of conduct of Indemnitee which is adjudged in a final adjudication by a court of competent jurisdiction from which there is no further right of appeal or in a final adjudication of an arbitration pursuant to Section 12 hereof, orif Indemnitee elects to seek such arbitration, to have been knowingly fraudulent or to constitute conduct not in good faith, or in the case of (a) and (c)a criminal matter, to advance Expenses to Indemnitee:have been knowingly unlawful; (ab) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy; (bc) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (cd) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such or any Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the any Sponsor Entities, such Sponsor Entity, Entity against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)law; or (de) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any provision in this Agreement, the The Company shall not be obligated under this Agreement to indemnify Indemnitee for Expenses or hold harmless Indemnitee, or, in the case of (aLosses under either Section 2(a) and (c), to advance Expenses to Indemnitee:or 2(b): (a) for which payment has actually been made to the extent such indemnification would reduce or eliminate any payments to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policyD&O Insurance covering Indemnitee; (b) to the extent of any Expenses or Losses for an accounting which Director is indemnified pursuant to the certificate of incorporation or bylaws of the Company or any D&O Insurance carried by the Company; (c) on account of any claim against Indemnitee arising out of the trading of the Company’s securities while possessing material non-public information or for profits made arising from the purchase and sale (or sale and purchase) by Indemnitee of securities in accordance with the provisions of the Company within the meaning of Section § 16(b) of the Exchange Act or any similar provisions of any federal or state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision judgment or other final adjudication by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification indemnity is not lawful; (e) in respect of any Proceeding initiated by Indemnitee against the Company, any Subsidiary or any Director or Officer unless (1) the Company has joined in or consented to the initiation of such Proceeding; or (2) the Proceeding is for recovery of Expenses described in Section 1(m)(3) or Section 1(m)(4); (f) for any amounts paid in settlement of any Proceeding without the Company’s prior written consent, which consent shall not be unreasonably withheld or delayed; (g) in connection with any Proceeding if it has been finally adjudicated by a court of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee: (1) did not act in good faith and in a manner believed by him to be in or not opposed to the best interests of the Company; and (2) in the case of any criminal Proceeding, failed to have reasonable cause to believe that his conduct was not unlawful; or (h) in connection with any Proceeding if it has been finally adjudicated by a court of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee is liable to the Company including, without limitation, a claim that Indemnitee received an improper personal benefit, unless the court of law or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses or Losses which such court shall deem proper.

Exclusions. Notwithstanding any provision in this AgreementAgreement to the contrary, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) to indemnify for amounts otherwise indemnifiable hereunder (or for which payment advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually been made to or on behalf of Indemnitee received such amounts under any insurance policy obtained by policy, contract, agreement or otherwise; provided that the Company except with respect to any excess beyond foregoing shall not affect the amount paid under such insurance policyrights of Indemnitee or the Fund Indemnitors as set forth in Section 14(c); (b) to indemnify for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act Act, as amended, or similar provisions of state statutory law or common law, or from the purchase or sale by Indemnitee of such securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”); (c) except as provided in to indemnify for any reimbursement of, or payment to, the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company pursuant to Section 12(d) 304 of this Agreement, in connection with SOX or any Proceeding formal policy of the Company adopted by the Board (or a committee thereof), or any part other remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (d) to indemnify with respect to any Proceeding) initiated , or part thereof, brought by Indemnitee oragainst the Company, if Indemnitee was nominated to the Board by one of more of the Sponsor Entitiesany legal entity which it controls, such Sponsor Entity, including any Proceeding (director or officer thereof or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemniteesthird party, unless (i) the Board authorized has consented to the initiation of such Proceeding (or any part of any Proceeding) prior to its initiation, thereof and (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law law; provided, however, that this Section 7(d) shall not apply to counterclaims or (iii) such Proceeding is being brought affirmative defenses asserted by Indemnitee to assert, interpret or enforce in an action brought against Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (de) if a final decision by a court having jurisdiction in the matter to provide any indemnification or advancement of expenses that is not subject prohibited by applicable law (as such law exists at the time payment would otherwise be required pursuant to appeal shall determine that such indemnification is not lawfulthis Agreement).

Exclusions. Notwithstanding any provision in this AgreementAgreement to the contrary, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) to indemnify for amounts otherwise indemnifiable hereunder (or for which payment advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually been made to or on behalf of Indemnitee received such amounts under any insurance policy obtained by policy, contract, agreement or otherwise; provided that the Company except with respect foregoing shall not apply to any excess beyond the amount paid under such personal or umbrella liability insurance policymaintained by Indemnitee; (b) to indemnify for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as provided to indemnify for any reimbursement of, or repayment to, the Company by Indemnitee of (i) any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company pursuant to the terms of (A) Section 304 of SOX, (B) Exchange Act Rule 10D-1 or (C) any formal policy of the Company adopted by the Board (or a committee thereof), or (ii) any other remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that payment of such remuneration was or would have been in Section 12(d) violation of this Agreementlaw, in connection each case to the extent applicable to Indemnitee; (d) to indemnify with respect to any Proceeding (Proceeding, or part thereof, brought by Indemnitee against the Company, any legal entity which it controls, any director or officer thereof or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemniteesthird party, unless (i) the Board authorized has consented to the initiation of such Proceeding (or any part of any Proceeding) prior to its initiation, thereof and (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iiilaw; provided, however, that this Section 7(d) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, apply to have initiated or brought any claim by reason of (A) having asserted any counterclaims or affirmative defenses asserted by Indemnitee in connection with a claim not initiated by an action brought against Indemnitee or (B) having made any counterclaim (whether permissive action brought by Indemnitee for indemnification or mandatory) advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in connection with any claim not initiated by Indemnitee)the suit for which indemnification or advancement is being sought as described in Section 12; or (de) if a final decision by a court having jurisdiction in the matter to provide any indemnification or advancement of expenses that is not subject prohibited by applicable law (as such law exists at the time payment would otherwise be required pursuant to appeal shall determine that such indemnification is not lawfulthis Agreement).

Exclusions. Notwithstanding any provision in this AgreementDeed to the contrary, the Company Indemnitors shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeDeed: (a) to make any indemnity for amounts otherwise indemnifiable hereunder (or for which payment advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually been made to or on behalf of Indemnitee received such amounts under any insurance policy obtained by the Company policy, contract, agreement or otherwise, except with respect to any excess beyond the amount paid under any such insurance policy, contract, agreement or other indemnity provision; (b) to make any indemnity for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the a Group Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, of the United States of America or similar provisions of U.S. state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, to make any indemnity or advancement in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Indemnitors or any Group Company or its their directors, officers, employees or other indemnitees, unless (i) the Board authorized Indemnitors authorised the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides Indemnitors provide the indemnification, in its their sole discretion, pursuant to the powers vested in the Company Indemnitors under applicable law or law, (iii) such Proceeding (or any part of any Proceeding) is being initiated after a Change of Control has occurred after the date of this Deed or (iv) such Proceeding (or any part of any Proceeding) is brought by Indemnitee to assert, interpret establish or enforce Indemnitee’s rights a right to indemnification under this Agreement (for the avoidance of doubtDeed or any other law, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated statute or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)rule; or (d) if a final decision to make any indemnity or advancement that is expressly prohibited by applicable law (including, with respect to any Representative, in respect of any liability expressly prohibited from being indemnified or otherwise limited, including pursuant to section 235 of the Irish Companies ▇▇▇ ▇▇▇▇ (provisions exempting officers from liability void) but (i) in no way limiting any rights under sections 233 and 234 of the Irish Companies Act 2014 (power of court to grant relief to officers) (including any successor provisions) or (ii) to the extent any such limitations or prescriptions are amended or determined by a court having of competent jurisdiction in to be void or inapplicable, or relief to the matter that contrary is not subject to appeal granted, then the Indemnitee shall determine that such indemnification is not lawfulreceive the greatest rights then available under law.

Exclusions. Notwithstanding any provision in this AgreementAgreement to the contrary, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) to indemnify for amounts otherwise indemnifiable hereunder (or for which payment advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually been made to or on behalf of Indemnitee received such amounts under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy, contract, agreement or otherwise; (b) to indemnify for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; (c) except as provided in to indemnify for any reimbursement of, or payment to, the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company pursuant to Section 12(d) 304 of this Agreement, in connection with ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 or any Proceeding formal policy of the Company adopted by the Board (or a committee thereof), or any part other remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (d) to indemnify with respect to any Proceeding) initiated , or part thereof, brought by Indemnitee oragainst the Company, if Indemnitee was nominated to the Board by one of more of the Sponsor Entitiesany legal entity which it controls, such Sponsor Entity, including any Proceeding (director or officer thereof or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemniteesthird party, unless (i) the Board authorized has consented to the initiation of such Proceeding (or any part of any Proceeding) prior to its initiation, thereof and (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iiilaw; provided, however, that this Section 7(d) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, apply to have initiated or brought any claim by reason of (A) having asserted any counterclaims or affirmative defenses asserted by Indemnitee in connection with a claim not initiated by an action brought against Indemnitee or (B) having made any counterclaim (whether permissive action brought by Indemnitee for indemnification or mandatory) advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in connection with any claim not initiated by Indemnitee)the suit for which indemnification or advancement is being sought as described in Section 12; or (de) if a final decision by a court having jurisdiction in the matter to provide any indemnification or advancement of expenses that is not subject prohibited by applicable law (as such law exists at the time payment would otherwise be required pursuant to appeal shall determine that such indemnification is not lawfulthis Agreement).

Exclusions. Notwithstanding any provision in this AgreementDeed to the contrary, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeDeed: (a) to make any indemnity for, or advancement of, amounts otherwise indemnifiable hereunder (or for which payment advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually been made to or on behalf of Indemnitee received such amounts under any insurance policy obtained by the Company policy, contract, agreement or otherwise, except with respect to any excess beyond the amount paid under any such insurance policy, contract, agreement or other indemnity provision; (b) to make any indemnity for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company Company, any of its Subsidiaries, or any Enterprise within the meaning of Section 16(b) of the Exchange Act or similar provisions of state applicable statutory law or common law; (c) except as provided to make any indemnity or advancement hereunder in Section 12(dconnection with any Proceeding made on account of ▇▇▇▇▇▇▇▇▇▇’s conduct which is determined by final judgment or other final adjudication to have constituted a breach of Indemnitee’s duty of loyalty or other fiduciary duty to the Company, any of its Subsidiaries, an Enterprise or their respective stockholders or an act or omission not in good faith or which involved intentional misconduct or a knowing violation of the law; (d) of this Agreement, to make any indemnity or advancement in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee oragainst the Company, if Indemnitee was nominated to the Board by one any of its Subsidiaries, an Enterprise, or more any director, officer, employee or other indemnitee of the Sponsor EntitiesCompany, such Sponsor Entity, against the Company any of its Subsidiaries or its directors, officers, employees or other indemniteesan Enterprise, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or law, (iii) such Proceeding (or any part of any Proceeding) is being initiated after a Change of Control has occurred after the date of this Deed or (iv) such Proceeding (or any part of any Proceeding) is brought by Indemnitee to assert, interpret establish or enforce Indemnitee’s rights a right to indemnification under this Agreement (for the avoidance of doubtDeed or any other law, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated statute or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)rule; or (de) if a final decision to make any indemnity or advancement that is expressly prohibited by applicable law (including, with respect to any director or secretary, in respect of any liability expressly prohibited from being indemnified pursuant to section 235 of the Companies Act (including any successor provisions)), but (i) in no way limiting any rights under sections 233 and 234 of the Companies Act (including any successor provisions) or (ii) to the extent any such limitations or prescriptions are amended or determined by a court having of competent jurisdiction in to be void or inapplicable, or relief to the matter contrary is granted, then the Indemnitee shall receive the greatest rights then available under law. Indemnitee acknowledges and agrees that is not subject to appeal the extent Indemnitee has rights to indemnification, advancement of expenses and/or insurance provided by or on behalf of an Enterprise, such Enterprise shall determine that be the indemnitor of first resort (i.e., such Enterprise’s obligations to Indemnitee are primary and any obligation of the Company to advance expenses or to provide indemnification is not lawfulfor the same expenses or liabilities incurred by Indemnitee are secondary).

Exclusions. Notwithstanding any provision in this Agreement, the Company We shall not be obligated under this Agreement to indemnify liable for any damages or hold harmless Indemnitee, or, claims expenses directly or indirectly arising out of or in the case of (a) and (c), to advance Expenses to Indemnitee:any way attributable to; (a) for any claim made against you arising out of any, willful, malicious, fraudulent, dishonest or criminal act; However, notwithstanding the foregoing, the insurance afforded by this Policy shall apply to claims expenses incurred in defending any such claim or circumstance which payment has actually been made might lead to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect a claim, but shall not apply to any excess beyond damages which you might become legally obligated to pay, however upon the amount paid under such insurance policydetermination by a court, jury, or arbitrator, we will have the right to recover those claims expenses incurred from those parties found to have committed criminal, dishonest, fraudulent or malicious acts; (b) for an accounting any claim made by one Insured against another Insured; (c) bodily injury or property damage; (d) your insolvency; (e) any claim arising out of profits made from the purchase and sale (your activities as a trustee, partner, officer, director or sale and purchase) by Indemnitee employee of securities any employee trust, charitable organization, corporation, company or business other than that of the Company within Named Insured; (f) any claim or circumstance prior to the meaning retroactive date of Section 16(bthis Policy or where you knew or could reasonably have foreseen such circumstance may be the basis of a claim; (g) any claim or circumstance previously notified to a prior insurer; (h) any liability assumed under any contract or agreement including any breach of express warranty or guarantee, except and to the extent you would have been liable in the absence of such contract or agreement; (i) actual or alleged infringement of any patent or trade secret; (j) any actual or alleged violation of the Exchange Organized Crime Control Act of 1970 (commonly known as Racketeer Influenced And Corrupt Organizations Act or RICO), as amended, or any regulation promulgated thereunder or any similar provisions of federal, state statutory or local law similar to the foregoing, whether such law is statutory, regulatory or common law; (ck) except as provided in Section 12(dany action brought by or on behalf of the Federal Trade Commission (“FTC”), Federal Communications Commission (“FCC”) of this Agreement, in connection with any Proceeding (or any part other federal, state or local government agency or ASCAP, SESAC, BMI or other licensing organizations in such entity’s regulatory, quasi-regulatory or official capacity, function or duty; (l) (a) employment or work place practices, including claims arising under worker compensation laws or claims in respect of alleged discrimination, harassment or inappropriate employment conduct of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.sort;

Exclusions. Notwithstanding any provision The indemnity provided for in this Agreement, the Company Section 7.01(a) above shall not be obligated under this Agreement apply to indemnify or hold harmless Indemnitee, or, in any of the case following (except for purposes of (a) and (c), computing amounts necessary to advance Expenses to Indemnitee:pay any amount on an After-Tax Basis): (ai) for which payment has actually been made to Taxes based upon, or on behalf of Indemnitee under any insurance policy obtained measured by the Company except or with respect to the net income, net receipts, items of tax preference (collectively, "Income Taxes") of the Indemnified Person imposed by the United States of America or any excess beyond state or local jurisdiction or other domestic taxing authority within the amount paid under such insurance policyUnited States of America; provided, however, that the exclusion set forth in this clause (i) shall not apply to taxes that are in the nature of property, stamp, license, value added (except for value added taxes which by their terms or controlling legislative history thereof are imposed in direct and clear substitution for income taxes), ad valorem, sales, capital stock, net worth, rental or use taxes or capital stock, franchise, net worth taxes; (bii) for Taxes imposed on an accounting of profits made Indemnified Person to the extent resulting from the purchase and sale (or sale and purchase) by Indemnitee of securities activities of the Company within Indemnified Person that are unrelated to the meaning of Section 16(b) of Transactions, in each case in the Exchange Act or similar provisions of state statutory law or common lawjurisdiction imposing such Taxes; (ciii) except as provided in Section 12(d) Taxes that result from a voluntary sale, assignment, transfer or other disposition by the Indemnified Person of this Agreement, in connection with any Proceeding (all or any part portion of any Proceeding) initiated by Indemnitee oran interest in the Equipment, if Indemnitee was nominated to the Board by one of more of the Sponsor Entitiesother than a sale, such Sponsor Entityassignment, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees transfer or other indemnitees, unless (i) the Board authorized the Proceeding (disposition while a Lease Event of Default is continuing or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim arising by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee sublease, substitution, replacement or maintenance of, or any Modification to the Equipment or any Component, (B) having Lessee's exercise of any purchase or termination option described in Section 7.01, 16.01 or 16.02 of the Lease or (C) an Event of Loss or any other destruction, damage, theft or requisition of use or title of the Equipment or any Components; (iv) Taxes that result from any breach by the Indemnified Person of any of its representations, warranties or covenants in any of the Operative Documents, but only if and to the extent such inaccuracy or breach is not due to an act or omission of, or the inaccuracy or breach of any representation, warranty or covenant by or of, Lessee or Guarantor; (v) Taxes imposed as a result of any amendment to any Operative Document entered into by the Indemnified Person other than any amendment (A) consented to by Lessee in writing, (B) required by Applicable Laws or required or made pursuant to the Operative Documents, or (C) while a Material Default has occurred and is continuing; (vi) Taxes imposed as a result of, or in connection with, any counterclaim "prohibited transaction" within the meaning of Section 4975 of the Code or Section 406 or ERISA (whether permissive or mandatoryany comparable laws of any Governmental Authority) engaged in by any Indemnified Person as a result of a breach of representation by such Indemnitee; (vii) Taxes imposed with respect to any period commencing after the earlier of the expiration of, or earlier termination of, the Lease in accordance with the terms thereof; provided, however, that this clause (x) shall not apply (A) in connection with respect of any claim not initiated Taxes incurred by Indemnitee); orreason of any payments by Lessee or any Indemnified Person made after such period, (B) while a Material Default shall have occurred and be continuing or (C) in respect of Taxes arising from any act or omission of, or any event attributable to, Lessee or any Affiliate, agent, sublessee or assignee of Lessee which occur prior to the expiration of the Lease; (dviii) if a final decision with respect to any Owner Participant, Taxes for which Lessee is obligated to indemnify such Owner Participant under the Tax Indemnity Agreement; (ix) Taxes which have been included (but only to the extent actually included and paid to the appropriate tax authority) in Lessor's Cost or Transaction Expenses; and (x) Taxes resulting from the willful misconduct or gross negligence of the Indemnified Person (other than gross negligence or willful misconduct imputed to such Indemnified Person solely by a court having jurisdiction reason of its interest in the matter that is not subject to appeal shall determine that such indemnification is not lawfulEquipment, its participation in the Transaction or the gross negligence or willful misconduct of Lessee or Guarantor).

Exclusions. Notwithstanding any provision in of this AgreementAgreement to the contrary (including, without limitation, Section 3.1, above, and Section 4.1 and Section 8.6(b), below), the Company shall not be obligated under this Agreement to indemnify Indemnitee from or hold harmless against any Liabilities or Expenses incurred by Indemnitee, oror to advance to Indemnitee any Expenses, in the case of (a) and (c), to advance Expenses to Indemniteeconnection with: (a) for which payment has actually been any claim made to or on behalf of against Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy; (bi) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of pursuant to Section 16(b) of the Exchange Act or similar provisions of state statutory law law, or common law, or (ii) for reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, in each case as required under the Exchange Act; (cb) except as provided in for an action, suit or other proceeding contemplated by Section 12(d) of this Agreement8.6(b), in connection with below, any Proceeding action, suit or other proceeding (or any part of any Proceedingthereof) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, (including any Proceeding such action, suit or other proceeding (or any part of any Proceedingthereof) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees employees, agents or other indemnitees), unless (i) the Board authorized or consented in writing to the Proceeding action, suit or other proceeding (or any part of any Proceedingthereof) prior to its initiation, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law law; (c) any claim, issue or (iii) matter in a Proceeding by or in the right of the Company to procure a judgment in its favor as to which Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent the Delaware Chancery Court or the court in which such Proceeding is being was brought by Indemnitee to assertshall determine upon application that, interpret or enforce Indemnitee’s rights under this Agreement (for despite the avoidance adjudication of doubtliability but in view of all circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses which the Delaware Chancery Court or such other court shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfuldeem proper.

Exclusions. Notwithstanding any provision in this AgreementAgreement to the contrary, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) to indemnify for amounts otherwise indemnifiable hereunder (or for which payment advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually been made to or on behalf of Indemnitee received such amounts under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy, contract, agreement or otherwise; (b) to indemnify for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law, or from the purchase or sale by Indemnitee of such securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”); (c) except as provided in to indemnify for any reimbursement of, or payment to, the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company pursuant to Section 12(d) 304 of this Agreement, in connection with SOX or any Proceeding formal policy of the Company adopted by the Board (or a committee thereof), or any part other remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (d) to indemnify with respect to any Proceeding) initiated , or part thereof, brought by Indemnitee oragainst the Company, if Indemnitee was nominated to the Board by one of more of the Sponsor Entitiesany legal entity which it controls, such Sponsor Entity, including any Proceeding (director or officer thereof or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemniteesthird party, unless (i) the Board authorized has consented to the initiation of such Proceeding (or any part of any Proceeding) prior to its initiation, thereof and (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iiilaw; provided, however, that this Section 7(d) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, apply to have initiated or brought any claim by reason of (A) having asserted any counterclaims or affirmative defenses asserted by Indemnitee in connection with a claim not initiated by an action brought against Indemnitee or (B) having made any counterclaim (whether permissive action brought by Indemnitee for indemnification or mandatory) advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in connection with any claim not initiated by Indemnitee); orthe suit for which indemnification or advancement is being sought as described in Section 12; (de) if to provide any indemnification or advancement of Expenses unless Indemnitee acted honestly and in good faith with a final decision by view to the best interests of the Company, or, as the case may be, to the best interests of the other Enterprise for which the individual acted as director or officer or in a court having jurisdiction similar capacity at the Company’s request; (f) to provide any indemnification or advancement of Expenses in the matter case of a criminal or administrative Proceeding that is not subject enforced by monetary penalty unless Indemnitee had reasonable grounds for believing that Indemnitee’s conduct was lawful; or2 (g) to appeal shall determine provide any indemnification or advancement of expenses that is prohibited by applicable law (as such indemnification is not lawfullaw exists at the time payment would otherwise be required pursuant to this Agreement).

Exclusions. Notwithstanding any provision in this AgreementAgreement to the contrary, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) to indemnify for amounts otherwise indemnifiable hereunder (or for which payment advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually been made to or on behalf of Indemnitee received such amounts under any insurance policy obtained by policy, contract, agreement or otherwise[; provided that the Company except with respect to any excess beyond foregoing shall not affect the amount paid under such insurance policyrights of Indemnitee or the Fund Indemnitors as set forth in Section 13(c)]; (b) to indemnify for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; (c) except as provided in to indemnify for any reimbursement of, or payment to, the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company pursuant to Section 12(d) 304 of this Agreement, in connection with SOX or any Proceeding formal policy of the Company adopted by the Board (or a committee thereof), or any part other remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (d) to indemnify with respect to any Proceeding) initiated , or part thereof, brought by Indemnitee oragainst the Company, if Indemnitee was nominated to the Board by one of more of the Sponsor Entitiesany legal entity which it controls, such Sponsor Entity, including any Proceeding (director or officer ​ ​ thereof or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemniteesthird party, unless (i) the Board authorized has consented to the initiation of such Proceeding (or any part of any Proceeding) prior to its initiation, thereof and (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iiilaw; provided, however, that this Section 7(d) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, apply to have initiated or brought any claim by reason of (A) having asserted any counterclaims or affirmative defenses asserted by Indemnitee in connection with a claim not initiated by an action brought against Indemnitee or (B) having made any counterclaim (whether permissive action brought by Indemnitee for indemnification or mandatory) advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in connection with any claim not initiated by Indemnitee)the suit for which indemnification or advancement is being sought as described in Section 12; or (de) if a final decision by a court having jurisdiction in the matter to provide any indemnification or advancement of expenses that is not subject prohibited by applicable law (as such law exists at the time payment would otherwise be required pursuant to appeal shall determine that such indemnification is not lawfulthis Agreement).

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (Aa) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (Bb) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any other provision in this Agreement, the Company Corporation shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, make any indemnification in the case of (a) and (c), to advance Expenses to connection with any claim made against Indemnitee: (a) in connection with any Proceeding charging improper personal benefit to Indemnitee, whether or not involving action in Indemnitee’s Covered Capacity, in which Indemnitee is adjudged liable on the basis that personal benefit was improperly received by Indemnitee; (b) for which payment has actually been made to received by or on behalf of Indemnitee under any insurance policy obtained or other indemnity provision or agreement (other than this Agreement), either by the Company Corporation or otherwise, except with respect to any excess beyond the amount paid actually received under such any insurance policy, contract, agreement, other indemnity provision or otherwise; (bc) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company Corporation within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law;; or (cd) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee orIndemnitee, if Indemnitee was nominated to the Board and not brought by one way of more of the Sponsor Entities, such Sponsor Entitydefense, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company Corporation or its directors, officers, employees or other indemnitees, unless (i) the Board of Directors of the Corporation authorized the Proceeding (or any part of any Proceeding) prior to its initiation, initiation or (ii) the Company Corporation otherwise provides the indemnification, such indemnification in its sole discretion, if permitted by applicable law. In no event shall the Corporation be obligated to indemnify Indemnitee pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for to the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that extent such indemnification is not lawfulprohibited by applicable law.

Exclusions. Notwithstanding any provision in this AgreementAgreement to the contrary, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) to indemnify for amounts otherwise indemnifiable hereunder (or for which payment advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually been made to or on behalf of Indemnitee received such amounts under any insurance policy obtained by policy, contract, agreement or otherwise[; provided that the Company except with respect to any excess beyond foregoing shall not affect the amount paid under such insurance policyrights of Indemnitee or the Fund Indemnitors as set forth in Section 14(c)]2; (b) to indemnify for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; (c) except as provided in to indemnify for any reimbursement of, or payment to, the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company pursuant to Section 12(d304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) or any formal policy of this Agreement, in connection with any Proceeding the Company adopted by the Board (or a committee thereof), or any part other remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; 2 Note: to include for directors affiliated with funds. (d) to indemnify with respect to any Proceeding) initiated , or part thereof, brought by Indemnitee oragainst the Company, if Indemnitee was nominated to the Board by one of more of the Sponsor Entitiesany legal entity which it controls, such Sponsor Entity, including any Proceeding (director or officer thereof or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemniteesthird party, unless (i) the Board authorized has consented to the initiation of such Proceeding (or any part of any Proceeding) prior to its initiation, thereof and (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law law; provided, however, that this Section 7(d) shall not apply to counterclaims or (iii) such Proceeding is being brought affirmative defenses asserted by Indemnitee to assert, interpret or enforce in an action brought against Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (de) if a final decision by a court having jurisdiction in the matter to provide any indemnification or advancement of expenses that is not subject prohibited by applicable law (as such law exists at the time payment would otherwise be required pursuant to appeal shall determine that such indemnification is not lawfulthis Agreement).

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company or under any other indemnity provision, except with respect to any excess beyond the amount paid under such insurance policypolicy or such other indemnity provision; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); (d) for any expenses incurred by Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous; or (de) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfullawful or based upon or attributable to the Indemnitee’s in fact having gained any personal profit or advantage to which he or she was not legally entitled. Notwithstanding anything contained herein to the contrary, Indemnitee shall not be entitled to recover amounts under this Agreement which, when added to the amount of indemnification payments made to, or on behalf of, Indemnitee, under the Certificate of Incorporation or By-laws of the Company, in the aggregate exceed the Expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by Indemnitee (“Excess Amounts”). To the extent the Company has paid Excess Amounts to Indemnitee, Indemnitee shall be obligated to reimburse the Company for such Excess Amounts.

Exclusions. Notwithstanding any provision in this AgreementAgreement to the contrary, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) to indemnify for amounts otherwise indemnifiable hereunder (or for which payment advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually been made to or on behalf of Indemnitee received such amounts under any insurance policy obtained arranged by the Company except with respect to any excess beyond the amount paid under such insurance policyCompany, contract, agreement or otherwise; (b) to indemnify for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; (c) except as provided in to indemnify for any reimbursement of, or payment to, the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company pursuant to Section 12(d) 304 of this Agreement, in connection with SOX or any Proceeding formal policy of the Company adopted by the Board (or a committee thereof), or any part other remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (d) to indemnify with respect to any Proceeding) initiated , or part thereof, brought by Indemnitee oragainst the Company, if Indemnitee was nominated to the Board by one of more of the Sponsor Entitiesany legal entity which it controls, such Sponsor Entity, including any Proceeding (director or officer thereof or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemniteesthird party, unless (i) the Board authorized has consented to the initiation of such Proceeding (or any part of any Proceeding) prior to its initiation, thereof and (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iiilaw; provided, however, that this Section 7(d) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, apply to have initiated or brought any claim by reason of (A) having asserted any counterclaims or affirmative defenses asserted by Indemnitee in connection with a claim not initiated by an action brought against Indemnitee or (B) having made any counterclaim (whether permissive action brought by Indemnitee for indemnification or mandatory) advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in connection with any claim not initiated by Indemnitee)the suit for which indemnification or advancement is being sought as described in Section 12; or (de) if a final decision by a court having jurisdiction in the matter to provide any indemnification or advancement of expenses that is not subject prohibited by applicable law (as such law exists at the time payment would otherwise be required pursuant to appeal shall determine that such indemnification is not lawfulthis Agreement).

Exclusions. Notwithstanding any provision anything in this AgreementAgreement to the contrary, the Company Indemnitee shall not be obligated entitled to indemnification under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) for which to the extent that payment has is actually been made to or on behalf of the Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such a valid, enforceable and collectible insurance policy; (b) to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement; (c) in connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudicated by final judgment in a court of law to be liable for an accounting gross negligence or willful misconduct in the performance of his/her duty to the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper; (d) in connection with any Proceeding initiated by the Indemnitee against the Company, any director or officer of the Company, and not by way of defense, unless (i) the Company has joined in or the Board has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under this Agreement or any applicable law; (e) for a disgorgement of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company within the meaning of pursuant to Section 16(b) of the Exchange Act or similar provisions of any applicable U.S. state statutory law or common law; (cf) except brought about by the dishonesty or fraud of the Indemnitee seeking payment hereunder; provided, however, that the Indemnitee shall be protected under this Agreement as provided in Section 12(d) of this Agreement, in connection with to any Proceeding (or any part claims upon which suit may be brought against him by reason of any Proceeding) initiated by Indemnitee oralleged dishonesty on his/her part, if Indemnitee was nominated unless a judgment or other final adjudication thereof adverse to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless establishes that he/she committed (i) the Board authorized the Proceeding (or any part acts of any Proceeding) prior to its initiationactive and deliberate dishonesty, (ii) the Company provides the indemnificationwith actual dishonest purpose and intent, in its sole discretion, pursuant to the powers vested in the Company under applicable law or and (iii) such Proceeding which acts were material to the cause of action so adjudicated; (g) for any judgment, fine or penalty which the Company is being brought prohibited by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)applicable law from paying as indemnity; or (dh) arising out of the Indemnitee's breach of an employment agreement with the Company (if a final decision by a court having jurisdiction in any) or any other agreement with the matter that is not subject to appeal shall determine that such indemnification is not lawfulCompany or any of its subsidiaries.

Exclusions. Notwithstanding any provision anything in this AgreementAgreement to the contrary, the Company Indemnitee shall not be obligated entitled to indemnification under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) for which to the extent that payment has is actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such a valid, enforceable and collectible insurance policy; (b) to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement; (c) in connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as to which Indemnitee shall have been adjudicated by final judgment in a court of law to be liable for an accounting intentional misconduct in the performance of his/her duty to the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper; (d) in connection with any Proceeding initiated by Indemnitee against the Company, any director or officer of the Company or any other party, and not by way of defense, unless (i) the Company has joined in or the Reviewing Party (as hereinafter defined) has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under this Agreement or any applicable law; (e) for a disgorgement of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company within the meaning of pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any applicable U.S. state statutory law or common law; (cf) except brought about by the dishonesty or fraud of Indemnitee seeking payment hereunder; provided, however, that Indemnitee shall be protected under this Agreement as provided in Section 12(d) of this Agreement, in connection with to any Proceeding (or any part claims upon which suit may be brought against him/her by reason of any Proceeding) initiated by Indemnitee oralleged dishonesty on his/her part, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees unless a judgment or other indemnitees, unless final adjudication thereof adverse to Indemnitee establishes that he/she committed (i) the Board authorized the Proceeding (or any part acts of any Proceeding) prior to its initiationactive and deliberate dishonesty, (ii) the Company provides the indemnificationwith actual dishonest purpose and intent, in its sole discretion, pursuant to the powers vested in the Company under applicable law or and (iii) such Proceeding which acts were material to the cause of action so adjudicated; (g) for any judgment, fine or penalty which the Company is being brought prohibited by Indemnitee to assert, interpret or enforce applicable law from paying as indemnity; (h) arising out of Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)personal tax matter; or (di) arising out of Indemnitee’s breach of an employment agreement with the Company (if a final decision by a court having jurisdiction in any) or any other agreement with the matter that is not subject to appeal shall determine that such indemnification is not lawfulCompany or any of its subsidiaries or SPEs.

Exclusions. Notwithstanding any provision in this AgreementAgreement to the contrary, the Company shall not be obligated under this Agreement to indemnify make any indemnification or hold harmless Indemnitee, or, payment in connection with any of the case of (a) and (c), to advance Expenses to Indemniteefollowing: (a) a claim made against Indemnitee for which payment has actually been made to received by or on behalf of Indemnitee under any director or officer liability insurance policy obtained by or other indemnity provision between Indemnitee and the Company Company, any of its Subsidiaries or any Enterprise, except with respect to any excess beyond the amount paid actually received under any such insurance policy;policy or other indemnity provision; or (b) a claim made against Indemnitee for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as otherwise provided in Section 12(dSections 14(e)-(f) of this Agreementhereof, prior to a Change in connection with Control, any Proceeding (or any part of any Proceeding) initiated voluntarily by Indemnitee or, if Indemnitee was nominated to the Board and not by one way of more of the Sponsor Entities, such Sponsor Entitydefense, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, initiation or (ii) the Company provides the indemnification, advancement or hold harmless payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assertlaw; provided, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated any Proceeding (or brought any claim part of any Proceeding) by reason of (Aa) having asserted any affirmative defenses in connection with a claim Proceeding not initiated by Indemnitee or (Bb) having made any counterclaim (whether permissive or mandatory) in connection with any claim Proceeding not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any provision Nothing in this AgreementSection 10.10 shall restrict any party in any way with respect to, or require the Company shall not be obligated under this Agreement return or destruction of, any Proprietary Information or information or data identical or similar to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemniteesuch Proprietary Information but which: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding first party rightfully possessed (including information which any Member or any part of any Proceedingtheir respective Affiliates receives or creates in its own capacity and not on behalf of or from the Company) prior to its initiation, before it received the information from the other party; (ii) subsequently becomes publicly available through no fault of the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or first party; (iii) is subsequently furnished rightfully to the first party by a third party (no Affiliate of any Member or the Company shall be considered to be a third party) not known to be under restrictions on use or disclosure; (iv) is independently developed by an employee, agent or contractor of the first party, as proven by its contemporaneous written records; (v) is required to be disclosed by law, rules, regulation or Court Order to any internal or external auditor, compliance officer, governmental entity or other party, provided that the party subject to such Proceeding requirements notifies the party who disclosed such Proprietary Information of such law, rule, regulation or Court Order prior to disclosure and complies with reasonable instructions (so long as provided in a timely manner) from the disclosing party designed to obtain confidential treatment for such materials; (vi) is being brought by Indemnitee disclosed in any proceeding to assert, interpret or enforce Indemnitee’s a party's rights under this Agreement (for or any Ancillary Agreement provided that all reasonable measures to preserve the avoidance confidentiality of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought such information in any claim such proceeding are taken by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)such party; or (dvii) if a final decision by a court having jurisdiction constitutes "residuals" resulting from access to or work with such Proprietary Information. For the purpose of this Section 10.10(e)(vii), the term "residuals" shall mean information in non-tangible form which is retained in the matter unaided memories of natural persons who have had access to Proprietary Information, including ideas, concepts, know-how or techniques contained therein. No Person shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any use of residuals; provided, however, that is this Section 10.10(e)(vii) shall not subject be deemed to appeal shall determine that such indemnification is not lawfulgrant any party a license under another party's Copyrights or patents.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of or more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any provision anything in this AgreementAgreement to the contrary, the Company Indemnitee shall not be obligated entitled to indemnification under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) for which to the extent that payment has is actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such a valid, enforceable and collectible insurance policy; (b) to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement; (c) in connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudicated by final judgment in a court of law to be liable for an accounting gross negligence or misconduct in the performance of his or her duty to the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper; (d) in connection with any Proceeding initiated by Indemnitee against the Company, any director or officer of the Company or any other party, and not by way of defense, unless (i) the Company has joined in or the Reviewing Party (as hereinafter defined) has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under this Agreement or any applicable law; (e) for a disgorgement of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company within the meaning of pursuant to Section 16(b) of the Exchange Act or similar provisions of any applicable U.S. state statutory law or common law; (cf) except brought about by the dishonesty or fraud of the Indemnitee seeking payment hereunder; provided, however, that the Indemnitee shall be protected under this Agreement as provided in Section 12(d) of this Agreement, in connection with to any Proceeding (claims upon which suit may be brought against him or any part her by reason of any Proceeding) initiated by Indemnitee oralleged dishonesty on his or her part, if Indemnitee was nominated unless a judgment or other final adjudication thereof adverse to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless establishes that he committed (i) the Board authorized the Proceeding (or any part acts of any Proceeding) prior to its initiationactive and deliberate dishonesty, (ii) the Company provides the indemnificationwith actual dishonest purpose and intent, in its sole discretion, pursuant to the powers vested in the Company under applicable law or and (iii) such Proceeding which acts were material to the cause of action so adjudicated; (g) for any judgment, fine or penalty which the Company is being brought prohibited by Indemnitee to assert, interpret or enforce applicable law from paying as indemnity; (h) arising out of Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)personal tax matter; or (di) arising out of Indemnitee’s breach of an employment agreement with the Company (if a final decision by a court having jurisdiction in any) or any other agreement with the matter that is not subject to appeal shall determine that such indemnification is not lawfulCompany or any of its subsidiaries.

Exclusions. Notwithstanding any provision in this AgreementAgreement to the contrary, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) to indemnify for amounts otherwise indemnifiable hereunder (or for which payment advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually been made to or on behalf of Indemnitee received such amounts under any insurance policy obtained by policy, contract, agreement or otherwise; provided that the Company except with respect foregoing shall not apply to any excess beyond the amount paid under such personal or umbrella liability insurance policy;maintained by Indemnitee; ​ (b) to indemnify for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; (c) except as provided in to indemnify for any reimbursement of, or payment to, the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company pursuant to Section 12(d) 304 of this Agreement, in connection with SOX or any Proceeding formal policy of the Company adopted by the Board (or a committee thereof), or any part other remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (d) to indemnify with respect to any Proceeding) initiated , or part thereof, brought by Indemnitee oragainst the Company, if Indemnitee was nominated to the Board by one of more of the Sponsor Entitiesany legal entity which it controls, such Sponsor Entity, including any Proceeding (director or officer thereof or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemniteesthird party, unless (i) the Board authorized has consented to the initiation of such Proceeding (or any part of any Proceeding) prior to its initiation, thereof and (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iiilaw; provided, however, that this Section 7(d) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, apply to have initiated or brought any claim by reason of (A) having asserted any counterclaims or affirmative defenses asserted by Indemnitee in connection with a claim not initiated by an action brought against Indemnitee or (B) having made any counterclaim (whether permissive action brought by Indemnitee for indemnification or mandatory) advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in connection with any claim not initiated by Indemnitee)the suit for which indemnification or advancement is being sought as described in Section 12; or (de) if a final decision by a court having jurisdiction in the matter to provide any indemnification or advancement of expenses that is not subject prohibited by applicable law (as such law exists at the time payment would otherwise be required pursuant to appeal shall determine that such indemnification is not lawfulthis Agreement).

Exclusions. Notwithstanding any provision in of this AgreementAgreement to the contrary, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in connection with any of the case of (a) and (c), to advance Expenses to Indemnitee:following matters. (a) Any claim made against Indemnitee for which payment has actually been made reimbursement to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to of any excess beyond bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the amount paid sale of securities of the Company in each case as required under the Exchange Act (including any such insurance policy;reimbursements that arise from an (b) for For an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or any similar successor statute, provided that the foregoing shall not relieve the Company of its obligations to provide for advance of Expenses in accordance with Section 4.1 unless the party making the determination of entitlement to indemnification pursuant to Article 5 of this Agreement reasonably determines that Indemnitee clearly violated Section 16(b) and must disgorge the profits to the corporation. Notwithstanding anything to the contrary stated or implied in this Section 3.4(b), indemnification pursuant to this Agreement relating to any Proceeding against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Exchange Act or similar provisions of any federal, state statutory law or common law;local laws shall not be prohibited if Indemnitee ultimately establishes in any Proceeding that no recovery of such profits from Indemnitee is permitted under Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws. (c) except Except as provided in contemplated by Section 12(d) of this Agreement6.2, in connection with any Proceeding action, suit or other proceeding (or any part of any Proceedingthereof) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, (including any Proceeding such action, suit or other proceeding (or any part of any Proceedingthereof) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees employees, agents or other indemnitees), unless (i) the Board authorized the Proceeding action, suit or other proceeding (or any part of any Proceedingthereof) prior to its initiation, initiation (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such unless the Proceeding is being brought instituted after a Change in Control (other than a Change in Control approved by Indemnitee a majority of the directors on the Board who were directors immediately prior to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses such Change in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by IndemniteeControl); or. (d) if Any payment that would constitute a final decision by a court having jurisdiction “prohibited indemnification payment” as defined in 12 CFR 359.1(l); provided, however, that in the matter event the Board, upon the advice of legal counsel to the Company or the affected subsidiary, or based on the written opinion of Independent Counsel, determines that is not there exists a material risk that the payment of Expenses pursuant to this Agreement would constitute a prohibited indemnification payment, the Board or the affected subsidiary shall, without the participation of Indemnitee (other than as expressly permitted by 12 CFR 359.5(b)): (i) assess in good faith whether Indemnitee acted in good faith and in a manner he or she reasonably believed to be in the best interests of the Company and its subsidiaries; and (ii) determine whether the payment of its obligations hereunder would materially and adversely affect the safety and soundness of the Company and its banking subsidiaries. In the event the circumstances giving rise to the indemnification payments under this Agreement are subject to appeal 12 CFR 359.5(c) or (d), the Board shall promptly seek the retention and appointment of Independent Counsel to render an opinion as to the permissibility of such indemnification payments and, in the event of a favorable opinion, shall cause the Company promptly to comply with its obligations hereunder. (e) Any claim, issue or matter in a Proceeding by or in the right of the Company to procure a judgment in its favor as to which Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent the court in which such Proceeding was brought shall determine that upon application that, despite the adjudication of liability but in view of all circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such indemnification is not lawful.expenses which the court shall determine. ARTICLE 4

Exclusions. Notwithstanding any provision in this Agreement, the Company Corporation shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, make any indemnity in the case of (a) and (c), to advance Expenses to connection with any claim made against Indemnitee: (a) a. for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company or other indemnity provision, except with respect to any excess beyond the amount paid under such insurance policyor other indemnity provision; (b) b. for any transaction from which Indemnitee was adjudged liable on the basis that an improper personal benefit was improperly received by Indemnitee; c. for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company Corporation within the meaning of Section 16(b) of the Exchange Act and amendments thereto or similar provisions of any state statutory law or common law; provided, however, that, if the Corporation, in its sole discretion, determines that Indemnitee violated such law notwithstanding anything to the contrary stated or implied in this Section 7(c), indemnification pursuant to this Agreement relating to any Proceeding against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Corporation pursuant to the provisions of Section 16(b) of the Exchange Act or similar provisions of any federal, state statutory law or common lawlocal laws shall not be prohibited if Indemnitee ultimately establishes in any Proceeding that no recovery of such profits from Indemnitee is permitted under Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws; d. if a court having jurisdiction in the matter shall finally determine that such indemnification is not lawful under any applicable statute or public policy; e. to the extent Indemnitee has entered a plea of guilty or has otherwise admitted guilt or liability for the action underlying a claim giving rise to the Proceeding; provided, however, that a settlement of the Proceeding, without a plea of guilty or nolo contendere, shall not (c) except as otherwise expressly provided in Section 12(dby this Agreement) of this Agreement, itself adversely affect the right of Indemnitee to indemnification; or f. in connection with any Proceeding (or any part of any Proceedingthereof) initiated by Indemnitee orIndemnitee, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including or any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company Corporation or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior such indemnification is expressly required to its initiationbe made by law, (ii) the Company provides Proceeding was authorized by the indemnificationBoard, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Company Corporation under applicable law or (iiiiv) such the Proceeding is being brought by initiated pursuant to Section 11 and Indemnitee to assert, interpret is successful in whole or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) part in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfulProceeding.

Exclusions. Notwithstanding any provision in this AgreementAgreement to the contrary, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) to indemnify for amounts otherwise indemnifiable hereunder (or for which payment advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually been made to or on behalf of Indemnitee received such amounts under any insurance policy obtained by policy, contract, agreement or otherwise[; provided that the Company except with respect to any excess beyond foregoing shall not affect the amount paid under such insurance policyrights of Indemnitee or the Fund Indemnitors as set forth in Section 13(c)]; (b) to indemnify for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; (c) except as provided in to indemnify for any reimbursement of, or payment to, the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company pursuant to Section 12(d) 304 of this Agreement, in connection with SOX or any Proceeding formal policy of the Company adopted by the Board (or a committee thereof), or any part other remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (d) to indemnify with respect to any Proceeding) initiated , or part thereof, brought by Indemnitee oragainst the Company, if Indemnitee was nominated to the Board by one of more of the Sponsor Entitiesany legal entity which it controls, such Sponsor Entity, including any Proceeding (director or officer thereof or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemniteesthird party, unless (i) the Board authorized has consented to the initiation of such Proceeding (or any part of any Proceeding) prior to its initiation, thereof and (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iiilaw; provided, however, that this Section 7(d) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, apply to have initiated or brought any claim by reason of (A) having asserted any counterclaims or affirmative defenses asserted by Indemnitee in connection with a claim not initiated by an action brought against Indemnitee or (B) having made any counterclaim (whether permissive action brought by Indemnitee for indemnification or mandatory) advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in connection with any claim not initiated by Indemnitee)the suit for which indemnification or advancement is being sought as described in Section 12; or (de) if a final decision by a court having jurisdiction in the matter to provide any indemnification or advancement of expenses that is not subject prohibited by applicable law (as such law exists at the time payment would otherwise be required pursuant to appeal shall determine that such indemnification is not lawfulthis Agreement).

Exclusions. Notwithstanding any provision in this AgreementAgreement to the contrary, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) to indemnify for amounts otherwise indemnifiable hereunder (or for which payment advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually been made to or on behalf of Indemnitee received such amounts under any insurance policy obtained by policy, contract, agreement or otherwise[; provided that the Company except with respect foregoing shall not [i] apply to any excess beyond personal or umbrella liability insurance maintained by Indemnitee , [or [ii] affect the amount paid under such insurance policyrights of Indemnitee or the Fund Indemnitors as set forth in Section 13(c)]; (b) to indemnify for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law;[, or from the purchase or sale by Indemnitee of such securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”)]2; Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (keep this) (c) except as provided in Section 12(d) of this Agreementto indemnify with respect to any Proceeding, in connection with or part thereof, brought by Indemnitee against the Company, any Proceeding (legal entity which it controls, any director or officer thereof or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemniteesthird party, unless (i) the Board authorized has consented to the initiation of such Proceeding (or any part of any Proceeding) prior to its initiation, thereof and (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iiilaw; provided, however, that this Section 7(d) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, apply to have initiated or brought any claim by reason of (A) having asserted any counterclaims or affirmative defenses asserted by Indemnitee in connection with a claim not initiated by an action brought against Indemnitee or (B) having made any counterclaim (whether permissive action brought by Indemnitee for indemnification or mandatory) advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in connection with any claim not initiated by Indemnitee)the suit for which indemnification or advancement is being sought as described in Section 12; or (d) if a final decision by a court having jurisdiction in the matter to provide any indemnification or advancement of expenses that is not subject prohibited by applicable law (as such law exists at the time payment would otherwise be required pursuant to appeal shall determine that such indemnification is not lawfulthis Agreement).

Exclusions. Notwithstanding any provision in this Agreement, the The Company shall not be obligated under this Agreement to indemnify Indemnitee for Expenses or hold harmless Indemnitee, or, in the case of (aLosses under either Section 2(a) and (c), to advance Expenses to Indemnitee:or 2(b): (a) for which payment has actually been made to the extent such indemnification would reduce or eliminate any payments to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policyD&O Insurance covering Indemnitee; (b) to the extent of any Expenses or Losses for an accounting which Officer is indemnified pursuant to the certificate of incorporation or bylaws of the Company or any D&O Insurance carried by the Company; (c) on account of any claim against Indemnitee arising out of the trading of the Company’s securities while possessing material non-public information or for profits made arising from the purchase and sale (or sale and purchase) by Indemnitee of securities in accordance with the provisions of the Company within the meaning of Section § 16(b) of the Exchange Act or any similar provisions of any federal or state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision judgment or other final adjudication by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification indemnity is not lawful; (e) in respect of any Proceeding initiated by Indemnitee against the Company, any Subsidiary or any Director or Officer unless (1) the Company has joined in or consented to the initiation of such Proceeding; or (2) the Proceeding is for recovery of Expenses described in Section 1(m)(3) or Section 1(m)(4); (f) for any amounts paid in settlement of any Proceeding without the Company’s prior written consent, which consent shall not be unreasonably withheld or delayed; (g) in connection with any Proceeding if it has been finally adjudicated by a court of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee: (1) did not act in good faith and in a manner believed by him to be in or not opposed to the best interests of the Company; and (2) in the case of any criminal Proceeding, failed to have reasonable cause to believe that his conduct was not unlawful; or (h) in connection with any Proceeding if it has been finally adjudicated by a court of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee is liable to the Company including, without limitation, a claim that Indemnitee received an improper personal benefit, unless the court of law or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses or Losses which such court shall deem proper.

Exclusions. Notwithstanding any provision in this AgreementAgreement to the contrary, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) to indemnify for amounts otherwise indemnifiable hereunder (or for which payment advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually been made to or on behalf of Indemnitee received such amounts under any insurance policy obtained by policy, contract, agreement or otherwise; provided that the Company except with respect foregoing shall not apply to any excess beyond the amount paid under such personal or umbrella liability insurance policymaintained by Indemnitee; (b) to indemnify for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law, or from the purchase or sale by Indemnitee of such securities in violation of Section 306 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”); (c) except as provided in to indemnify for any reimbursement of, or payment to, the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company pursuant to Section 12(d) 304 of this Agreement, in connection with SOX or any Proceeding formal policy of the Company adopted by the Board (or a committee thereof), or any part other remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (d) to indemnify with respect to any Proceeding) initiated , or part thereof, brought by Indemnitee oragainst the Company, if Indemnitee was nominated to the Board by one of more of the Sponsor Entitiesany legal entity which it controls, such Sponsor Entity, including any Proceeding (director or officer thereof or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemniteesthird party, unless (i) the Board authorized has consented to the initiation of such Proceeding (or any part of any Proceeding) prior to its initiation, thereof and (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iiilaw; provided, however, that this Section 7(d) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, apply to have initiated or brought any claim by reason of (A) having asserted any counterclaims or affirmative defenses asserted by Indemnitee in connection with a claim not initiated by an action brought against Indemnitee or (B) having made any counterclaim (whether permissive action brought by Indemnitee for indemnification or mandatory) advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in connection with any claim not initiated by Indemnitee)the suit for which indemnification or advancement is being sought as described in Section 12; or (de) if a final decision by a court having jurisdiction in the matter to provide any indemnification or advancement of expenses that is not subject prohibited by applicable law (as such law exists at the time payment would otherwise be required pursuant to appeal shall determine that such indemnification is not lawfulthis Agreement).

Exclusions. Notwithstanding any provision in this Agreement, the (a) The Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, make any payment in connection with any Liability incurred by the case of (a) and (c), to advance Expenses to IndemniteeIndemnified Representative: (ai) to the extent payment for which payment has actually been such Liability is made to or on behalf of Indemnitee the Indemnified Representative under any an insurance policy obtained by the Company except with respect Company, and the Indemnified Representative is under no obligation to any excess beyond repay the amount paid under of the proceeds derived from such insurance policycoverage; (bii) to the extent payment is made to the Indemnified Representative for such Liability by the Company under its Articles of Incorporation, the BCBCA, or otherwise than pursuant to this Agreement; (iii) for an accounting any claim by or on behalf of the Company for recovery of profits made resulting from the purchase and sale (or sale and purchase) purchase by Indemnitee such Indemnified Representative of equity securities of the Company within the meaning of pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended; (iv) to the extent such indemnification has been determined by a court of competent jurisdiction in a final non-appealable judgment to be unlawful; or (v) to the extent such claim for indemnification arises primarily out of or similar provisions is based primarily upon any action or failure to act by the Indemnified Representative, other than an action or failure to act undertaken at the request or with the consent of state statutory law the Company, that is found in a final judicial determination (or common law;a settlement tantamount thereto) to constitute fraud, bad faith, willful misconduct or gross negligence on the part of the Indemnified Representative. (b) Any act, omission, liability, knowledge, or other fact of or relating to any other person, including any other person who is also an Indemnified Representative, shall not be imputed to the Indemnified Representative for the purposes of determining the applicability of any exclusion set forth herein. (c) except as provided in Section 12(d) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nobo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Representative is not entitled to indemnification under this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any provision anything in this AgreementAgreement to the contrary, the Company Indemnitee shall not be obligated entitled to indemnification under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) for which to the extent that payment has is actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such a valid, enforceable and collectible insurance policy; (b) for an accounting of profits made from to the purchase extent that Indemnitee is indemnified and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common lawactually paid other than pursuant to this Agreement; (c) except in connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as provided to which the Indemnitee shall have been adjudicated by a court of competent jurisdiction, in Section 12(da decision from which there is no further right of appeal, to be liable for gross negligence or knowing or willful misconduct in the performance of his/her duty to the Group unless and only to the extent that any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper; (d) in connection with any criminal liability or, in the case of this Agreementa director of the Group, liability in respect of a breach of the duty to exercise his/her powers honestly, in good faith, in the best interests of the Group and for the respective purposes for which such powers are explicitly or impliedly conferred; (e) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee oragainst the Company, if Indemnitee was nominated to the Board by one of more any director or officer of the Sponsor Entities, such Sponsor Entity, including any Proceeding (Group or any part other party, and not by way of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemniteesdefense, unless (i) the Board authorized has consented to the initiation of such Proceeding or, in the case of a Proceeding against any director or officer of the Group or any other party, the Company has joined in; or (ii) the Proceeding (is one to enforce indemnification rights under this Agreement or any part applicable law; (f) brought about by the dishonesty or fraud of the Indemnitee seeking payment hereunder; provided, however, that the Company shall indemnify Indemnitee under this Agreement as to any claims upon which suit may be brought against him by reason of any Proceedingalleged dishonesty on his/her part, unless a judgment or other final adjudication thereof adverse to the Indemnitee establishes that he/she committed (i) prior to its initiationacts of active and deliberate dishonesty, (ii) the Company provides the indemnificationwith actual dishonest purpose and intent, in its sole discretion, pursuant to the powers vested in the Company under applicable law or and (iii) such Proceeding which acts were material to the cause of action so adjudicated; (g) for any costs, liability, judgment, fine or penalty which the Company is being brought prohibited by Indemnitee to assert, interpret or enforce applicable law from paying as indemnity; (h) arising out of Indemnitee’s rights under this Agreement breach of an employment agreement with the Company (for if any) or any other agreement with the avoidance Company or any of doubtits subsidiaries, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (di) if a final decision by a court having jurisdiction in arising out of Indemnitee’s personal income tax payable on any salaries, bonuses, director’s fees, including fees for attending meetings, or gain on disposition of shares, options or restricted shares of the matter that is not subject to appeal shall determine that such indemnification is not lawfulCompany.

Exclusions. Notwithstanding any provision in this AgreementDeed to the contrary, the Company Indemnitors shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeDeed: (a) to make any indemnity for amounts otherwise indemnifiable hereunder (or for which payment advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually been made to or on behalf of Indemnitee received such amounts under any insurance policy obtained by the Company policy, contract, agreement or otherwise, except with respect to any excess beyond the amount paid under any such insurance policy, contract, agreement or other indemnity provision; (b) to make any indemnity for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the a Group Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, of the United States of America or similar provisions of U.S. state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, to make any indemnity or advancement in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Indemnitors or any Group Company or its their directors, officers, employees or other indemnitees, unless (i) the Board authorized Indemnitors authorised the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides Indemnitors provide the indemnification, in its their sole discretion, pursuant to the powers vested in the Company Indemnitors under applicable law or law, (iii) such Proceeding (or any part of any Proceeding) is being initiated after a Change of Control has occurred after the date of this Deed or (iv) such Proceeding (or any part of any Proceeding) is brought by Indemnitee to assert, interpret establish or enforce Indemnitee’s rights a right to indemnification under this Agreement (for the avoidance of doubtDeed or any other law, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated statute or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)rule; or (d) if a final decision to make any indemnity or advancement that is expressly prohibited by applicable law (including, with respect to any Representative, in respect of any liability expressly prohibited from being indemnified or otherwise limited, including pursuant to section 235 of the Irish Companies ▇▇▇ ▇▇▇▇ (provisions exempting officers from liability void) and article 72 of the Portuguese Companies Code (including any successor provisions)), but (i) in no way limiting any rights under sections 233 and 234 of the Irish Companies Act 2014 (power of court to grant relief to officers) (including any successor provisions) or (ii) to the extent any such limitations or prescriptions are amended or determined by a court having of competent jurisdiction in to be void or inapplicable, or relief to the matter that contrary is not subject to appeal granted, then the Indemnitee shall determine that such indemnification is not lawfulreceive the greatest rights then available under law.

Exclusions. Notwithstanding any provision in this Agreement, the Company Corporation shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company or other indemnity or advancement provision, except with respect to any excess beyond the amount paid actually received under such any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company Corporation within the meaning of Section 16(b) of the Exchange Act or any successor rule or similar provisions of state statutory law or common law; (c) except as provided in Section 12(d13(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company Corporation or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) initiation or the Company Corporation provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company Corporation under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (Ai) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (Bii) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); (d) for any issue or matter (or any related Expense or Liability) as to which Indemnitee (i) did not act in good faith and in a manner he or she reasonably believed to be in (or not opposed to) the best interests of the Corporation, or (ii) in the case of a criminal proceeding, had reasonable cause to believe that his or her conduct was unlawful; (e) if the Corporation brings an action in the Delaware Court contesting the right of Indemnitee to receive indemnification or contribution hereunder and establishes that (i) Indemnitee intentionally misrepresented or failed to disclose a material fact in making the request for indemnification or contribution or (ii) such indemnification or contribution is prohibited by law (such event, a “Disqualifying Event”); provided, however, that in any such action the Corporation shall have the burden of proving the occurrence of any such Disqualifying Event; provided, further, that the reduction in the obligation of the Corporation to make any payment for expenses, indemnification or contribution under clause (ii) of this Section 8(e) shall only be to the extent that such obligation is prohibited by law; or (df) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any provision in this AgreementAgreement to the contrary, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) to indemnify for amounts otherwise indemnifiable hereunder (or for which payment advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually been made to or on behalf of Indemnitee received such amounts under any insurance policy obtained by policy, contract, agreement or otherwise[; provided that the Company except with respect to any excess beyond foregoing shall not affect the amount paid under such insurance policyrights of Indemnitee or the Fund Indemnitors as set forth in Section 13(c)]2; (b) to indemnify for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law, or from the purchase or sale by Indemnitee of such securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”); (c) except as provided in to indemnify for any reimbursement of, or payment to, the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company pursuant to Section 12(d) 304 of this Agreement, in connection with SOX or any Proceeding formal policy of the Company adopted by the Board (or a committee thereof), or any part other remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (d) to indemnify with respect to any Proceeding) initiated , or part thereof, brought by Indemnitee oragainst the Company, if Indemnitee was nominated to the Board by one of more of the Sponsor Entitiesany legal entity which it controls, such Sponsor Entity, including any Proceeding (director or officer thereof or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemniteesthird party, unless (i) the Board authorized has consented to the initiation of such Proceeding (or any part of any Proceeding) prior to its initiation, thereof and (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iiilaw; provided, however, that this Section 7(d) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, apply to have initiated or brought any claim by reason of (A) having asserted any counterclaims or affirmative defenses asserted by Indemnitee in connection with a claim not initiated by an action brought against Indemnitee or (B) having made any counterclaim (whether permissive action brought by Indemnitee for indemnification or mandatory) advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in connection with any claim not initiated by Indemnitee)the suit for which indemnification or advancement is being sought as described in Section 12; or (de) if a final decision by a court having jurisdiction in the matter to provide any indemnification or advancement of expenses that is not subject prohibited by applicable law (as such law exists at the time payment would otherwise be required pursuant to appeal shall determine that such indemnification is not lawfulthis Agreement).

Exclusions. Notwithstanding any provision in this Agreement, the The Company shall not be obligated under this Agreement to indemnify Indemnitee for Expenses or hold harmless Indemnitee, or, in the case of (aLosses under either Section 2(a) and (c), to advance Expenses to Indemnitee:or 2(b): (a) for which payment has actually been made to the extent such indemnification would reduce or eliminate any payments to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policyD&O Insurance covering Indemnitee; (b) to the extent of any Expenses or Losses for an accounting which Director is indemnified pursuant to the certificate of incorporation or bylaws of the Company or any D&O Insurance carried by the Company; (c) on account of any claim against Indemnitee arising out of the trading of the Company’s securities while possessing material non-public information or for profits made arising from the purchase and sale (or sale and purchase) by Indemnitee of securities in accordance with the provisions of the Company within the meaning of Section § 16(b) of the Exchange Act or any similar provisions of any federal or state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision judgment or other final adjudication by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification indemnity is not lawful; (e) in respect of any Proceeding initiated by Indemnitee against the Company, any Subsidiary or any Director or Officer unless (1) the Company has joined in or consented to the initiation of such Proceeding; or (2) the Proceeding is for recovery of Expenses described in Section 1(m)(3) or Section 1(m)(4); (f) for any amounts paid in settlement of any Proceeding without the Company’s prior written consent, which consent shall not be unreasonably withheld or delayed; (g) in connection with any Proceeding if it has been finally adjudicated by a court of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee: (1) did not act in good faith and in a manner believed by him to be in or not opposed to the best interests of the Company; and (2) in the ease of any criminal Proceeding, failed to have reasonable cause to believe that his conduct was not unlawful; or (h) in connection with any Proceeding if it has been finally adjudicated by a court of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee is liable to the Company including, without limitation, a claim that Indemnitee received an improper personal benefit, unless the court of law or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses or Losses which such court shall deem proper.

Exclusions. Notwithstanding any provision anything in this AgreementAgreement to the contrary, the Company Indemnitee shall not be obligated entitled to indemnification under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) for which to the extent that payment has is actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such a valid, enforceable and collectible insurance policy; (b) to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement; (c) in connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudicated by final judgment in a court of law to be liable for an accounting gross negligence or intentional misconduct in the performance of his duty to the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper; (d) in connection with any Proceeding initiated by Indemnitee against the Company, any director or officer of the Company or any other party, and not by way of defense, unless (i) the Company has joined in or the Reviewing Party (as hereinafter defined) has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under this Agreement or any applicable law; (e) for a disgorgement of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company within the meaning of pursuant to Section 16(b) of the Exchange Act or similar provisions of any applicable U.S. state statutory law or common law; (cf) except brought about by the dishonesty or fraud of the Indemnitee seeking payment hereunder; provided, however, that the Indemnitee shall be protected under this Agreement as provided in Section 12(d) of this Agreement, in connection with to any Proceeding (or any part claims upon which suit may be brought against him by reason of any Proceeding) initiated by Indemnitee oralleged dishonesty on his part, if Indemnitee was nominated unless a judgment or other final adjudication thereof adverse to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless establishes that he committed (i) the Board authorized the Proceeding (or any part acts of any Proceeding) prior to its initiationactive and deliberate dishonesty, (ii) the Company provides the indemnificationwith actual dishonest purpose and intent, in its sole discretion, pursuant to the powers vested in the Company under applicable law or and (iii) such Proceeding which acts were material to the cause of action so adjudicated; (g) for any judgment, fine or penalty which the Company is being brought prohibited by Indemnitee to assert, interpret or enforce applicable law from paying as indemnity; (h) arising out of Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)personal tax matter; or (di) arising out of Indemnitee’s breach of an employment agreement with the Company (if a final decision by a court having jurisdiction in any) or any other agreement with the matter that is not subject to appeal shall determine that such indemnification is not lawfulCompany or any of its subsidiaries.

Exclusions. Notwithstanding any provision in this Agreement, except for Section 27, the Company shall not be obligated under this Agreement to indemnify or make any indemnification, advance of expenses, hold harmless Indemnitee, or, or exoneration payment in the case of (a) and (c), to advance Expenses to connection with any claim made against Indemnitee: (a) for which payment has actually been made to received by or on behalf of Indemnitee under any insurance policy obtained by the Company policy, contract, agreement or other indemnity or advancement provision or otherwise, except with respect to any excess beyond the amount paid actually received under such any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law;; or (c) except as otherwise provided in Section 12(dSections 14(f)-(g) of this Agreementhereof, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of or more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, initiation or (ii) the Company provides the indemnification, advance of expenses, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, law. Indemnitee shall not be deemed, for purposes seek payments or advances from the Company only to the extent such payments or advances are unavailable from any insurance policy of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by the Company covering Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any provision in this AgreementAgreement to the contrary, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) to indemnify for amounts otherwise indemnifiable hereunder (or for which payment advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually been made to or on behalf of Indemnitee received such amounts under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy, contract, agreement or otherwise; (b) for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law, (ii) any reimbursement of the Company by Indemnitee of any bonus, other incentive- or equity-based compensation or of profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) or (iii) any reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board or the compensation committee thereof (including, but not limited to, any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act); (c) except as provided in Section 12(d) of this Agreementto indemnify with respect to any Proceeding, in connection with or part thereof, brought by Indemnitee against the Company, any Proceeding (legal entity which it controls, any director or officer thereof or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemniteesthird party, unless (i) the Board authorized has consented to the initiation of such Proceeding (or any part of any Proceeding) prior to its initiation, thereof and (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iiilaw; provided, however, that this Section 7(c) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, apply to have initiated or brought any claim by reason of (A) having asserted any counterclaims or affirmative defenses asserted by Indemnitee in connection with a claim not initiated by an action brought against Indemnitee or (B) having made any counterclaim (whether permissive action brought by Indemnitee for indemnification or mandatory) advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in connection with any claim not initiated by Indemnitee)the suit for which indemnification or advancement is being sought as described in Section 12; or (d) if a final decision by a court having jurisdiction in the matter to provide any indemnification or advancement of expenses that is not subject prohibited by applicable law (as such law exists at the time payment would otherwise be required pursuant to appeal shall determine that such indemnification is not lawfulthis Agreement).

Exclusions. Notwithstanding any provision in this AgreementAgreement but subject to Section 5, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemniteemake any indemnification payment: (a) in connection with any claim made against Indemnitee for which payment has actually been made to received by or on behalf of Indemnitee under any insurance policy obtained by the Company policy, contract, agreement or other indemnity or advancement provision or otherwise, except with respect to any excess beyond the amount paid actually received under such any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise; (b) in connection with any claim made against Indemnitee for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; (c) except as provided in Section 12(dSections 14(f) of this Agreementhereof, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, [if Indemnitee was nominated to the Board by one of or more of the Sponsor EntitiesEntities pursuant to the Stockholders Agreement, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor EntitiesEntities pursuant to the Stockholders Agreement, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, initiation or (ii) the Company provides the indemnification, advance of expenses, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law or law; or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatoryd) in connection with any claim not initiated made against Indemnitee for reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee); or (d) if a final decision by a court having jurisdiction Indemnitee from the sale of securities of the Company in each case as required under the matter that is not subject Exchange Act, except as provided in Section 5 hereof with respect to appeal shall determine that such indemnification is not lawfulof Expenses in connection with whole or partial success on the merits or otherwise in defending any Proceeding.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, make any indemnity in the case of (a) and (c), to advance Expenses to connection with any claim made against Indemnitee: (a) for which payment actually has actually been made to received by or on behalf of Indemnitee under any insurance policy obtained by the Company or other indemnity provision, except with respect to any excess beyond the amount paid actually received under such insurance policy;policy or other indemnity provision; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company or any subsidiary of the Company within the meaning of Section 16(b) of the Exchange Act Act, as amended, or similar provisions of state blue sky law, state statutory law or common law;; or (c) except as provided prior to a Change in Section 12(d) of this AgreementControl, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company (other than any Proceeding referred to in Sections 14(d) or (e) below or any other Proceeding commenced to recover any Expenses referred to in Section 7(c) above) or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; (d) for remuneration paid to Indemnitee if it is determined by final judgment or other final adjudication that such remuneration was in violation of law (and, in this respect, both the Company and Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); (e) a final judgment or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce other final adjudication that Indemnitee’s rights under this Agreement conduct was in bad faith, knowingly fraudulent or deliberately dishonest or constituted willful misconduct (for but only to the avoidance extent of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemniteesuch specific determination); or (df) on account of conduct that is established by a final judgment as constituting a breach of Indemnitee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Indemnitee is not legally entitled; or (g) for any amounts paid in settlement of a proceeding effected without the Company’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent to any proposed settlement; provided, however, that the Company may in any event decline to consent to (or to otherwise admit or agree to any liability for indemnification hereunder in respect of) any proposed settlement if the Company is also a party in such proceeding and determines in good faith that such settlement is not in the best interests of the Company and its stockholders; or (h) if the funds at issue were paid pursuant to a final decision settlement approved by a court having jurisdiction and indemnification would be inconsistent with any condition with respect to indemnification expressly imposed by the court in approving the matter that is not subject to appeal shall determine that such settlement. For purposes of the foregoing sentence, a final judgment or other adjudication may be reached in either the underlying proceeding or action in connection with which indemnification is not lawfulsought or a separate proceeding or action to establish rights and liabilities under this Agreement.