Common use of Exculpation and Indemnification Clause in Contracts

Exculpation and Indemnification. Neither the Member, Managers nor Officers (each an “Indemnified Party”) shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim (a “Loss”) (or any expenses or costs associated therewith (“Costs”)) incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such Loss and Costs, incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any Loss or Costs incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any Loss or Costs incurred by such Indemnified Party by reason of such Indemnified Party’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 22 shall be provided out of and to the extent of Company assets only, and no Member, Manager or Officer shall have personal liability on account thereof. The Company shall advance Costs incurred by or on behalf of an Indemnified Party in connection with any Loss within twenty (20) days after receipt by the Company from the Indemnified Party of a statement requesting such advances from time to time; provided such statement provides reasonable documentary evidence of such Costs and provides a written undertaking by the Indemnified Party to repay any and all advanced Costs in the event such Indemnified Party is ultimately determined to not be entitled to indemnification by the Company.

Exculpation and Indemnification. Neither the Member, Managers Armour Shareholder Representative nor Officers (each an “Indemnified Party”) any agent employed by him shall be liable to any Armour Shareholder relating to the Company or any other person or entity who has an interest in the Company performance of his duties under this Agreement for any losserrors in judgment, damage negligence, oversight, breach of duty or otherwise except to the extent it is finally determined in a court of competent jurisdiction by clear and convincing evidence that the actions taken or not taken by the Armour Shareholder Representative constituted fraud or were taken or not taken in bad faith. The Armour Shareholder Representative shall be indemnified and held harmless by the Armour Shareholders against all Damages (as defined in Section 8.02) paid or incurred in connection with any action, suit, proceeding or claim (to which the Armour Shareholder Representative is made a “Loss”) (or any expenses or costs associated therewith (“Costs”)) incurred party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed fact that he was acting as the Armour Shareholder Representative pursuant to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such Loss and Costs, incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any Loss or Costs incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any Loss or Costs incurred by such Indemnified Party by reason of such Indemnified Party’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 22 the Armour Shareholder Representative shall be provided out of and to the extent of Company assets only, and no Member, Manager or Officer shall have personal liability on account thereof. The Company shall advance Costs incurred by or on behalf of an Indemnified Party in connection with any Loss within twenty (20) days after receipt by the Company from the Indemnified Party of a statement requesting such advances from time to time; provided such statement provides reasonable documentary evidence of such Costs and provides a written undertaking by the Indemnified Party to repay any and all advanced Costs in the event such Indemnified Party is ultimately determined to not be entitled to indemnification hereunder to the extent it is finally determined in a court of competent jurisdiction by clear and convincing evidence that the actions taken or not taken by the CompanyArmour Shareholder Representative constituted fraud or were taken or not taken in bad faith; and provided further, however, that the Armour Shareholder Representative shall have recourse only against the unpaid Armour Escrow Amount (fully subordinated in right of payment and otherwise to the Buyer's claims thereto, whether or not then existing or known), with respect to such Damages as provided in the next two sentences of this Section 7.05. Any amount owing to the Armour Shareholder Representative from the Armour Shareholders pursuant to this Section 7.05 shall be reduced on a pro rata basis from the next succeeding distribution(s) of the Armour Escrow Amount by the Disbursing Agent to the holders of Armour Common Stock, and shall be payable solely from such source. The Armour Shareholder Representative shall be protected in acting upon any notice, statement or certificate believed by him to be genuine and to have been furnished by the appropriate person and in acting or refusing to act in good faith or any matter.

Exculpation and Indemnification. Neither None of Difco nor any of its officers, directors, employees, agents, invitees, affiliates, successors or assigns (the Member, Managers nor Officers (each an “Indemnified Party”"Difco Related Parties") shall be liable to the Company AccuMed or any of its officers, directors, employees, agents, invitees, affiliates, successors or assigns (the "AccuMed Related Parties") with respect to any losses, costs, liabilities, settlement payments, awards, judgments, fines, penalties, damages (including compensatory, consequential, incidental, special, punitive and exemplary), expenses, or other person or entity who has an interest in the Company for any loss, damage or claim charges (a “Loss”including reasonable attorney's fees) (or any expenses or costs associated therewith "Losses"), and AccuMed (“Costs”)) incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of itself and the Company AccuMed Related Parties) hereby waives and in a manner reasonably believed agrees to not make any claim against any of Difco or the Difco Related Parties therefor, and to pay, fully indemnify, defend and hold harmless Difco and the Difco Related Parties from any such Losses resulting from, arising out of or related to the performance of any of the services provided or required to be within the scope of the authority conferred on such Indemnified Party provided by Difco under this Agreement, except that an Indemnified Party shall be liable only for any such Loss and Costs, incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any Loss or Costs incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf Losses arising out of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any Loss or Costs incurred by such Indemnified Party by reason of such Indemnified Party’s gross negligence or willful misconduct of Difco. AccuMed and, subject to the foregoing, Difco shall pay, fully indemnify, defend and hold each other harmless with respect to such acts or omissions; providedany Losses (but excluding any consequential, howeverincidental, that any indemnity under this Section 22 shall be provided special, punitive and exemplary damages) arising out of either party's violation of, or failure to comply with, any material provision of this Agreement and, in addition, AccuMed shall pay, fully indemnify and to hold Difco and the extent Difco Related Parties harmless from any Losses arising out of Company assets only, and no Member, Manager or Officer shall have personal liability on account thereof. The Company shall advance Costs incurred any claims made by or on behalf of an Indemnified Party in connection with any Loss within twenty (20) days after receipt by the Company from the Indemnified Party of a statement requesting such advances from time to time; provided such statement provides reasonable documentary evidence of such Costs and provides a written undertaking by the Indemnified Party to repay any and all advanced Costs AccuMed employees housed in the event such Indemnified Party is ultimately determined to not be entitled to indemnification by AccuMed Space except for Losses arising out of the Companygross negligence or willful misconduct of Difco.

Exculpation and Indemnification. Neither (a) The Company shall indemnify to the fullest extent permitted by law the Managing Member from and against all costs and expenses (including attorneys' fees and disbursements), judgments, fines, settlements, claims and other liabilities ("Claims") incurred by or imposed upon the Managing Member in connection with, or resulting from, investigating, preparing or defending any action, suit or proceeding, whether civil, criminal, administrative, investigative, legislative or otherwise (or any appeal therein), to which the Managing Member may be made a party or become otherwise involved or with which the Managing Member may be threatened, in each case by reason of, or in connection with, the Managing Member's being or having been associated with the Company or by reason of any action or alleged action, Managers nor Officers omission or alleged omission by the Managing Member in any such capacity, to the extent that the Managing Member is not adjudged by a court of competent jurisdiction to have engaged in willful misconduct, fraud or gross negligence. (each an “Indemnified Party”b) The personal liability of the Managing Member is hereby eliminated to the fullest extent permitted by the Act, as the same may be amended and supplemented. The Managing Member shall not be personally liable to the Company or any other person its Members for monetary damages for breach of fiduciary duty (which has been determined by a court of competent jurisdiction) as the Managing Member, except as to liability to the extent such exemption from liability or entity who has an interest limitation thereof is not permitted under the Act, as the same exists or may hereafter be amended. If the Act hereafter is amended to further eliminate or limit the liability of the Managing Member, then the Managing Member, in addition to the circumstances in which the Managing Member is not personally liable as set forth in the Company for any losspreceding sentence, damage or claim (a “Loss”) (or any expenses or costs associated therewith (“Costs”)) incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall not be liable for any such Loss and Costs, incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To to the full fullest extent permitted by applicable lawthe Act. In furtherance of, an Indemnified Party and without limiting the generality of the foregoing, the Managing Member shall not be entitled (i) personally liable for the debts, obligations or liabilities of the Company, including any such debts, obligations or liabilities arising under a judgment, decree or order of a court; (ii) obligated to indemnification from the Company for cure any Loss deficit in any Capital Account; (iii) required to return all or Costs incurred by such Indemnified Party by reason any portion of any act Capital Contribution; or omission performed (iv) required to lend any funds to the Company. Any repeal or omitted modification of this Section 6.3(b) by such Indemnified Party in good faith on behalf the Members shall not adversely affect any right or protection of the Company and in a manner reasonably believed to be within Managing Member existing at the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any Loss or Costs incurred by such Indemnified Party by reason time of such Indemnified Party’s gross negligence repeal or willful misconduct modification with respect to such acts or omissions; providedomissions occurring prior to such repeal or modification. (c) To the fullest extent permitted by law, however, that any indemnity under this Section 22 shall be provided out of and to the extent of Company assets only, and no Member, Manager or Officer shall have personal liability on account thereof. The Company shall pay the expenses incurred by the Managing Member in investigating, preparing or defending a civil or criminal action, suit or proceeding, in advance Costs incurred of the final disposition thereof, upon receipt of an undertaking by or on behalf of an Indemnified Party in connection with any Loss within twenty (20) days after receipt by the Company from the Indemnified Party of a statement requesting such advances from time to time; provided such statement provides reasonable documentary evidence of such Costs and provides a written undertaking by the Indemnified Party Managing Member to repay any and all advanced Costs in the event such Indemnified Party amount if there is ultimately determined to an adjudication or determination by a court of competent jurisdiction that he is not be entitled to indemnification by as provided herein. (d) None of the provisions of this Section 6.3 shall be deemed to create or grant any rights in favor of any third party, including, without limitation, any right of subrogation in favor of any insurer or surety. The rights of indemnification granted hereunder shall survive the dissolution, winding up and termination of the Company.

Exculpation and Indemnification. Neither the Member, Managers nor Officers (each an “Indemnified Party”a) The Member shall not be liable to the Company Issuer, the Co-Issuer, any holder of the Notes, any holder of the Preferred Shares, any holder of ordinary shares of the Issuer or the Collateral Manager (i) for any losses incurred as a result of the actions taken or omitted to be taken by the Member pursuant to the provisions of this Exhibit B-▇ or the Advisory Committee Guidelines, except that the Member may be so liable to the extent such losses are the result of acts or omissions constituting willful misconduct, fraud or gross negligence by the Member in the performance of its obligations hereunder or under the Advisory Committee Guidelines or (ii) for the acts or omissions of any other person or entity who has an interest in member of the Company for Advisory Committee. (b) The Issuer shall indemnify the Member for, and hold the Member harmless against, any loss, damage liability or expense (including without limitation reasonable attorneys’ fees and expenses) incurred arising out of or in connection with the Member’s service as a member of the Advisory Committee, including the costs and expenses of defense against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder (a collectively, “Loss”) (or any expenses or costs associated therewith (“CostsLosses”)) incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such Loss and Costs, incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any Loss or Costs incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any Loss or Costs incurred by such Indemnified Party by reason of such Indemnified Party’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that the Issuer shall not indemnify the Member for any indemnity Losses incurred as a result of acts or omissions constituting willful misconduct, fraud or gross negligence by the Member in the performance of its obligations hereunder or under this Section 22 the Advisory Committee Guidelines. (c) If any action shall be provided out of instituted involving the Member for which indemnification hereunder may be applicable, such Member shall promptly notify the Issuer and the Collateral Manager in writing and the Issuer shall have the right to retain counsel reasonably satisfactory to the extent Issuer and the Collateral Manager to represent the Member and any others the Issuer may designate In such proceeding and shall pay the reasonable fees and disbursements of Company assets onlysuch counsel related to such proceeding. In any such proceeding, and no Member, Manager or Officer the Member shall have personal liability on account thereofthe right to retain individual counsel, but the fees and expenses of such counsel shall be at the expense of the Member unless (i) the Issuer and the Member shall have agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include the Member and the Issuer and representation of all such parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Company It is understood that the Issuer shall advance Costs incurred by or on behalf of an Indemnified Party not, in connection with any Loss within twenty proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (20in addition to any local counsel) days after receipt for the Member and any other members of the Advisory Committee, and that all such reasonable fees and expenses shall be reimbursed as they are incurred. The Issuer shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Issuer agrees, subject to the limitations noted herein, to indemnify the Member from and against any loss or liability by the Company from the Indemnified Party of a statement requesting such advances from time to time; provided such statement provides reasonable documentary evidence reason of such Costs settlement or judgment. The Issuer shall not, without the prior written consent of the Member, effect any settlement of any pending or threatened proceeding in respect of which the Member is or is likely to have been a party, unless such settlement includes an unconditional release of the Member from all liability on claims that are the subject matter of such proceeding. Notwithstanding the foregoing, if any person shall pay the Member any amount of indemnification pursuant to this Paragraph 4, such person shall succeed to the rights of the Issuer, to the exclusion of the Issuer, set forth in this Paragraph 4(c) (including, but not limited to, the right of the Issuer to retain counsel to represent the Member in any related proceeding and provides a written undertaking by the Indemnified Party to repay effect any and all advanced Costs in the event such Indemnified Party is ultimately determined to not be entitled to indemnification by the Companysettlement of any related pending or threatened proceeding).

Exculpation and Indemnification. Neither Except to the Memberextent otherwise required by applicable law, Managers nor Officers none of the General Partner or any director, officer, partner, shareholder, Affiliate, employee or agent of any member of the General Partner (each all of the foregoing persons and entities being referred to collectively as “Indemnified Parties” and individually as an “Indemnified Party”) shall be liable to the Company Fund or any other person or entity who has an interest in the Company Partner for any loss, damage or claim (a “Loss”i) (or any expenses or costs associated therewith (“Costs”)) incurred by reason of any act or omission performed taken or omitted suffered by such Indemnified Party in good faith on behalf or (ii) any losses due to the negligence of any employees, brokers or other agents of the Company and Fund (whether or not such persons are directly employed by any Indemnified Party), unless such Indemnified Party’s act or omission has been determined, by a court having appropriate jurisdiction in a manner reasonably believed decision that is not subject to be within the scope of the authority conferred on such Indemnified Party by this Agreementappeal, except that an Indemnified Party shall be liable for any such Loss and Coststo constitute fraud, incurred by reason wilful misfeasance or negligence of such Indemnified Party’s gross negligence or willful misconduct. To the full maximum extent permitted by applicable law, an each Indemnified Party shall be fully protected, indemnified and held harmless by the Fund against all liabilities, claims, damages and losses (including amounts paid in respect of judgments, fines, penalties or settlement of litigation, and legal fees and expenses reasonably incurred in connection with any pending or threatened litigation or proceeding) arising out of, related to or in connection with the Fund’s business or affairs, unless the act or omission giving rise to the claim for indemnification has been determined, by a court having appropriate jurisdiction in a decision that is not subject to appeal, to have been caused by such Indemnified Party’s fraud, wilful misfeasance, negligence or the knowing material violation of applicable laws, material breach of this Agreement, any fiduciary duty owed to the Fund by this Agreement, or any fiduciary duty owed to the Fund by the Indemnified Party. No Indemnified Party shall be entitled to indemnification from by the Company Fund to the extent that such loss arises in respect of any economic losses incurred by any Indemnified Party as a result of the ownership of Units in the Fund or the ownership of an interest in any assets, or in respect of any expenses of the Fund that the Indemnified Party has agreed to bear. The Fund may advance expenses, including legal fees and disbursements, for which any Loss or Costs incurred Indemnified Party would be entitled by this Agreement to be indemnified upon receipt of an unsecured undertaking by such Indemnified Party to repay such advances if it is ultimately determined, by reason a court having appropriate jurisdiction in a decision that is not subject to appeal, that indemnification for such expenses is not permitted by law or authorized by this Agreement. Each Indemnified Party may consult with outside legal counsel selected by the Fund, and any action or omission taken or suffered in reliance and in accordance with the opinion or advice of such counsel shall be conclusively presumed for purposes of this Agreement not to have constituted fraud, wilful misfeasance or negligence. Unless there is a specific finding of fraud, wilful misfeasance or negligence (or where such a finding is an essential element of a judgment or order), the termination of any action, suit or proceeding by judgment, order or settlement, shall not, of itself, be deemed to constitute for the purposes of this Section 6 a determination that the Indemnified Party in question acted negligently or engaged in fraud or wilful misfeasance. A person or entity shall continue to be exculpated and shall remain entitled to the indemnification provided in this Section 6 following the termination of any capacity in which such person or entity serves as an Indemnified Party with respect to any act or omission performed suffered or omitted taken while serving in such capacity. The amount of any indemnification to which an Indemnified Party is entitled under this Section 6 in respect of any matter, transaction or state of affairs shall be reduced by the amount of any insurance proceeds actually received and entitled to be retained by such Indemnified Party and by the amount of any indemnification payment from any issuer of securities owned by the Fund actually received and entitled to be retained by such Indemnified Party, in each case to the extent such proceeds or payment are on account of the same matter, transaction or state of affairs. Each Indemnified Party, if otherwise entitled to indemnification from the Fund hereunder, shall use reasonable efforts to seek indemnification from other available third party sources other than the General Partner or any Limited Partner (including under any insurance policies by which such person is covered) and shall account to the Fund for any amounts received by it from such sources. If such Indemnified Party is a person other than the General Partner, it shall obtain the written consent of the General Partner prior to entering into any compromise or settlement in respect of such claim that would result in an obligation of the Fund to indemnify such Indemnitee. If liabilities arise out of the conduct of the business and affairs of the Fund and of any other person for which the Indemnified Party entitled to indemnification from the Fund hereunder was then acting in a similar capacity, the amount of the indemnification provided by the Fund shall be limited to the Fund’s proportionate share thereof as determined in good faith on behalf by the General Partner in light of its fiduciary duties to the Company and Fund. To the maximum extent permitted by applicable law, any act or omission taken or suffered by an Indemnified Party regarding any matter which this Agreement provides is in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party’s discretion or sole discretion shall be conclusively deemed not to constitute fraud, wilful misfeasance or negligence. To the extent that, at law or in equity, an Indemnified Party by has duties (including fiduciary duties) and liabilities relating thereto to the Fund or to the Partners, the General Partner and any other Indemnified Party acting in connection with the Fund’s business or affairs under this Agreement shall not be liable to the Fund or to any Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, except including this Section 6, to the extent that no they restrict the duties and liabilities of an Indemnified Party shall be entitled otherwise existing at law or in equity, are agreed by the Partners to be indemnified in respect of any Loss or Costs incurred by replace such Indemnified Party by reason other duties and liabilities of such Indemnified Party’s gross negligence or willful misconduct with respect . Promptly after becoming aware of any matter that may give rise to a claim for indemnification hereunder, the General Partner will provide to the Limited Partners written notice of such acts or omissions; provided, however, that any indemnity under this Section 22 shall be provided out of and matter specifying (to the extent that information is available) the factual basis for any claim and the amount of Company assets onlysuch claim (or if an amount is not then determinable, and no Memberan estimate of the amount of the claim, Manager or Officer shall have personal liability on account thereofif an estimate is feasible in the circumstances). The Company General Partner will keep the Limited Partners informed of the status of any claims on a regular basis. The General Partner shall advance Costs incurred by or on behalf hold the benefit of an Indemnified Party in connection with any Loss within twenty (20) days after receipt by this Section for its own benefit and for the Company from benefit of the Indemnified Party Parties. The indemnification obligations set forth in this Section 6 shall survive the termination of a statement requesting such advances from time this Agreement and the dissolution and winding-up of the Fund. The provisions of this Section 6 shall enure to time; provided such statement provides reasonable documentary evidence the benefit of such Costs the successors, permitted assigns, heirs and provides a written undertaking by personal representatives of the Indemnified Party to repay any and all advanced Costs in the event such Indemnified Party is ultimately determined to not be entitled to indemnification by the CompanyParties.

Exculpation and Indemnification. Neither None of the Member, Managers nor Officers any of its respective members, managers, employees, agents, officers, directors, any of their respective affiliates, consultants, employees or agents or any Manager, employee, agent, or officer or any of their respective affiliates, consultants, employees or agents (each an “Indemnified Party”) shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim (a “Loss”) (or any expenses or costs associated therewith (“Costs”)) incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such Loss and Costsloss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any Loss loss, damage or Costs claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any Loss loss, damage or Costs claim incurred by such Indemnified Party by reason of such Indemnified Party’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 22 19 shall be provided out of and to the extent of Company assets only, and no Member, Manager or Officer the Member shall have no personal liability on account thereof. The Company shall advance Costs incurred by or on behalf of an Indemnified Party in connection with any Loss within twenty (20) days after receipt by the Company from the Indemnified Party of a statement requesting such advances from time to time; provided such statement provides reasonable documentary evidence of such Costs and provides a written undertaking by the Indemnified Party to repay any and all advanced Costs in the event such Indemnified Party is ultimately determined to not be entitled to indemnification by the Company.

Exculpation and Indemnification. (a) Neither the MemberInvestment Manager nor any of its partners, Managers nor Officers affiliates, directors, officers, employees, shareholders, members and other agents (each each, an “"Indemnified Party”) "), shall be liable to the Company Fund or any other person or entity who has an interest in to the Company Members for monetary damages for any losslosses, damage claims, damages or claim liabilities (a “Loss”"Damages") (or any expenses or costs associated therewith (“Costs”)) incurred by reason of arising from any act or omission performed or omitted by such Indemnified Party parties arising out of or in good faith on behalf connection with the performance by Investment Manager of its services under this Agreement or the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this AgreementFund's business or affairs, except to the extent that an Indemnified Party shall be liable for any such Loss and Costs, incurred by reason Damages are primarily attributable to the gross negligence or willful misconduct of such Indemnified Party’s gross negligence or willful misconduct. To . (1) The Fund shall, to the full fullest extent permitted by applicable law, an indemnify, defend and hold harmless the Indemnified Parties against any Damages to which the Indemnified Party shall be entitled may become subject in connection with any matter arising out of or in connection with the performance by Investment Manager of its services under this 914393.10 5 Agreement or the Fund's business or affairs, except, with respect to indemnification from the Company for any Loss or Costs incurred by such Indemnified Party by reason of to the extent that any act or omission performed or omitted by such Indemnified Party in good faith on behalf of Damages are primarily attributable to the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any Loss or Costs incurred by such Indemnified Party by reason of such Indemnified Party’s gross negligence or willful misconduct of such Indemnified Party. If the Indemnified Party becomes involved in any capacity in any action, proceeding or investigation in connection with respect to such acts any matter arising out of or omissions; in connection with the performance by Investment Manager of its services under this Agreement or the Fund's business or affairs, the Fund shall reimburse the Indemnified Party for its reasonable legal and other expenses (including the cost of any investigation and preparation) as they are incurred in connection therewith, provided, however, that the Indemnified Party shall promptly repay to the Fund the amount of any indemnity such reimbursed expenses paid to it if it shall ultimately be finally determined that the Indemnified Party was not entitled to be indemnified by the Fund in connection with such action, proceeding or investigation. If for any reason (other than by reason of the exclusions from indemnification hereinabove set forth) the foregoing indemnification is unavailable to the Indemnified Party, or insufficient to hold it harmless, then the Fund shall contribute to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Fund on the one hand and the Indemnified Party on the other hand or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations. (2) The provisions of this Section 3.1(b) shall survive for a period of three years from the date of dissolution of the Fund; provided however, that if at the end of such period there are any actions, proceedings or investigations then pending, the Indemnified Party shall notify the Members (which notice shall include a brief description of each such action, proceeding or investigation and the liabilities asserted therein) and the provisions of this Section 3.1(b) shall survive with respect to each such action, proceeding or investigation set forth in such notice (or any related action, proceeding or investigation based upon the same or similar claim) until the date that such action, proceeding or investigation is finally resolved; and provided, further, that the obligations of the Fund under this Section 22 3.1(b) shall be provided satisfied solely out of and Fund assets, subject to the extent right of Company assets onlythe liquidator of the Fund to establish reserves, and no Member, Manager or Officer pursuant to the Fund Operating Agreement for contingent obligations under this Section 3.1(b). (c) No Member of the Fund shall have personal liability on account thereof. The Company shall advance Costs incurred by any obligation to the Fund or on behalf any other Member of the Fund to bring or join in any action in defense of an Indemnified Party pursuant to Section 3.1 (a) or (b). Nothing contained in connection with this Section 3.1 shall be construed as any Loss within twenty (20) days after receipt waiver of insurance claims or recoveries by the Company from the Fund or an Indemnified Party. (d) The remedies of an Indemnified Party of a statement requesting such advances from time to time; provided such statement provides reasonable documentary evidence of such Costs and provides a written undertaking by the Indemnified Party to repay any and all advanced Costs in the event under this Article III shall be non- exclusive and, without duplication, each such Indemnified Party is ultimately determined may pursue any other remedy provided in law or equity. (e) The provisions of this Article III shall inure to not be entitled to indemnification by the Companybenefit of the Indemnified Parties, and any successors, assigns, heirs and personal representatives of such Indemnified Parties.

Exculpation and Indemnification. Neither (a) None of the Member, Managers nor Officers any trustee or manager of the Member, the Managers, Officers, the Plan Administrator, employees or agents of the Company (each each, an “Indemnified Party”) shall be liable to the Company Company, the Member, any Manager or any other person or entity who has an interest in the Company is a party to or is otherwise bound by this Agreement for any loss, damage or claim incurred (a “Loss”a) (or any expenses or costs associated therewith (“Costs”)) incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this AgreementCompany, except that an Indemnified Party shall be liable for any such Loss and Costsloss, damage or claim Case 17-11375-BLS Doc 2624-1 Filed 04/10/18 Page 46 of 60 WEIL:\96414082\15\76903.0004 2 0 incurred by reason of such Indemnified Party’s willful misconduct, bad faith, gross negligence or willful misconductfraud. To the full fullest extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any Loss loss, damage or Costs claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this AgreementParty, except that no Indemnified Party shall be entitled to be indemnified in respect of any Loss loss, damage or Costs claim incurred by such Indemnified Party by reason of such Indemnified Party’s 's willful misconduct, bad faith, gross negligence or willful misconduct fraud with respect to such acts or omissions; provided, however, that any indemnity under this Section 22 shall be provided out of and to the extent of Company assets only, and no Member, Manager or Officer Managers, Officers and other Indemnified Parties shall have no personal liability on account thereof. The Company shall advance Costs incurred . (b) To the fullest extent permitted by law, notwithstanding any other provision of this Agreement or on behalf of an any duty otherwise existing at law or in equity, no Indemnified Party in connection with shall have (i) any Loss within twenty fiduciary duties to the Company, the Member or any other person or entity who is a party to or is otherwise bound by this Agreement, or (20ii) days after receipt except as expressly set forth herein, any other duties to the Company, the Member or any other person or entity who is a party to or is otherwise bound by the Company from the Indemnified Party of a statement requesting such advances from time to timethis Agreement; provided such statement provides reasonable documentary evidence that nothing in this Section 23(b)23(b) shall eliminate the implied contractual covenant of such Costs good faith and provides a written undertaking by the Indemnified Party to repay any and all advanced Costs in the event such Indemnified Party is ultimately determined to not be entitled to indemnification by the Companyfair dealing.

Exculpation and Indemnification. Neither None of the MemberMembers, Managers nor or Officers (each an “Indemnified Party”) shall be liable to the Company or any other person or entity who has an interest in the Company LLC for any loss, damage or claim (a “Loss”) (or any expenses or costs associated therewith (“Costs”)) incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company LLC and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such Loss and Costs, incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any Loss or Costs incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company LLC and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any Loss or Costs incurred by such Indemnified Party by reason of such Indemnified Party’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 22 6.03 shall be provided out of and to the extent of Company LLC assets only, and no Member, Manager or Officer shall have personal liability on account thereof. The Company shall advance Costs incurred by or on behalf of an Indemnified Party in connection with any Loss within twenty (20) days after receipt by the Company from the Indemnified Party of a statement requesting such advances from time to time; provided such statement provides reasonable documentary evidence of such Costs and provides a written undertaking by the Indemnified Party to repay any and all advanced Costs in the event such Indemnified Party is ultimately determined to not be entitled to indemnification by the Company.

Exculpation and Indemnification. Neither None of the Member, Managers nor Officers any of its employees, agents, officers, directors, Board of Regents (the “Board of Regents”) and members thereof, members of its advisory bodies and councils, any of their respective affiliates, consultants, employees or agents or any Officer (each an “Indemnified Party”) shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim (a “Loss”) (or any expenses or costs associated therewith (“Costs”)including reasonable legal fees and costs) incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such Loss and Costsloss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any Loss loss, damage or Costs claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any Loss loss, damage or Costs claim incurred by such Indemnified Party by reason of such Indemnified Party’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 22 19 shall be provided out of and to the extent of Company assets only, and no Member, Manager or Officer the Member shall have no personal liability on account thereof. The Company shall advance Costs incurred by or on behalf of an Indemnified Party in connection with any Loss within twenty (20) days after receipt by the Company from the Indemnified Party of a statement requesting such advances from time to time; provided such statement provides reasonable documentary evidence of such Costs and provides a written undertaking by the Indemnified Party to repay any and all advanced Costs in the event such Indemnified Party is ultimately determined to not be entitled to indemnification by the Company.] [TBD]

Exculpation and Indemnification. Section 22(b) through Section 22(o) shall remain in effect until and shall terminate on the sixth (6th) anniversary of this Agreement and are solely for the benefit of the directors, officers, employees and agents of the Company on or prior to the date hereof. a. Neither the MemberMember nor any of its respective members, Managers nor Officers employees, agents, officers, directors, any of their respective affiliates, consultants, employees or agents or any Officer (each an “Indemnified Party”) shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage damage, claim or claim expense (a “Loss”) (or any expenses or costs associated therewith (“Costs”)including attorneys’ fees) incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such Loss and Costs, incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full fullest extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification and advancement of expenses from the Company for any Loss loss, damage, claim or Costs expense (including attorneys’ fees) incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any Loss or Costs incurred by such Indemnified Party by reason of such Indemnified Party’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 22 22(a) shall be provided out of and to the extent of Company assets only, and no Member, Manager or Officer the Member shall have no personal liability on account thereof. b. To the fullest extent permitted by law as it currently exists and to such greater extent as applicable law hereafter may permit, but subject to the limitations expressly provided in this Agreement, the Company shall indemnify any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization or other enterprise (including an employee benefit plan), association, government agency or political subdivision thereof or other entity (each, a “Person”) who was or is a party or is threatened to be made a party to, or otherwise requires representation of counsel in connection with, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that such Person is or was a director of the Company (“Director”) or Officer, is or was serving as a tax matters partner of the Company or, at the request of the Company, as a director, officer, tax matters partner, employee, partner, manager, fiduciary or trustee of any of the Company or any Subsidiary thereof (“Company Group”) or any other Person (each an “Indemnitee”) or by reason of any action alleged to have been taken or omitted in such capacity, against losses, expenses (including attorneys’ fees), judgments, fines, damages, penalties, interest, liabilities and amounts paid in settlement actually and reasonably incurred by the Person in connection with such action, suit or proceeding if the Person acted in good faith and in a manner the Person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such Person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Person did not act in good faith and in a manner which the Person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Person’s conduct was unlawful. c. To the fullest extent permitted by law, but subject to the limitations expressly provided in this Agreement, the Company shall indemnify any Person who was or is a party or is threatened to be made a party to, or otherwise requires representation of counsel in connection with, any threatened, pending or completed action, suit or proceeding, by or in the right of the Company to procure a judgment in its favor by reason of the fact that such Person was serving as an Indemnitee, or by reason of any action alleged to have been taken or omitted in such capacity, against losses, expenses (including attorneys’ fees), judgments, fines, damages, penalties, interest, liabilities and amounts paid in settlement actually and reasonably incurred by the Person in connection with such action, suit or proceeding if the Person acted in good faith and in a manner the Person reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable to the Company unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. d. To the extent an Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 22(b) or Section 22(c), or in the defense of any claim, issue or matter therein, such Person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such Person in connection therewith. e. Any indemnification under Section 22(b) or Section 22(c) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because the Person has met the applicable standard of conduct set forth in such section. Such determination shall be made, with respect to a Person who is a Director or Officer at the time of such determination, (i) by the Member, (ii) by a committee designated by the Member, or (iii) if the Member so directs, by independent legal counsel in an opinion of Counsel. f. Expenses (including attorneys’ fees) incurred by an Indemnitee in defending any action, suit or proceeding referred to in Section 22(b) or Section 22(c) shall be paid by the Company in advance Costs incurred of the final disposition of such action, suit or proceeding and in advance of any determination that such Indemnitee is not entitled to be indemnified, upon receipt of an undertaking by or on behalf of such Indemnitee to repay such amount if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Person is not entitled to be indemnified by the Company as authorized in Section 22(b) through Section 22(o). g. The indemnification, advancement of expenses and other provisions of Section 22(b) through Section 22(o) shall be in addition to any other rights to which an Indemnified Party Indemnitee may be entitled under any agreement, pursuant to any vote of the Member, as a matter of law or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee. h. The Company may purchase and maintain insurance, on behalf of its Directors and Officers, and such other Persons as the Member shall determine, against any liability that may be asserted against or expense that may be incurred by such Person in connection with the Company’s activities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement. i. For purposes of the definition of Indemnitee in Section 22(b), the Company shall be deemed to have requested a Person to serve as fiduciary of an employee benefit plan whenever the performance by such Person of his duties to the Company also imposes duties on, or otherwise involves services by, such Person to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 22(b); and action taken or omitted by such Person with respect to any Loss within twenty (20employee benefit plan in the performance of such Person’s duties for a purpose reasonably believed by him to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in, or not opposed to, the best interests of the Company. j. Any indemnification pursuant to Section 22(b) days after receipt through Section 22(o) shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification. k. An Indemnitee shall not be denied indemnification in whole or in part under Section 22(b) through Section 22(o) because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. l. If a claim under Section 22(b) through Section 22(o) is not paid in full by the Company from within 60 days after a written claim has been received by the Indemnified Party Company, except in the case of a statement requesting claim for an advancement of expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such advances suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid also the reasonable expenses of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in this Agreement. Neither the failure of the Company (including independent legal counsel or the Member) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in this Agreement, nor an actual determination by the Company (including independent legal counsel or the Member) that the Indemnitee has not met the applicable standard of conduct shall create a presumption that the Indemnitee has not met the applicable standard of conduct, or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such advancement of expenses, under Section 22(b) through Section 22(o) or otherwise shall be on the Company. m. The Company may indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not an action by or in the right of the Company) by reason of the fact that the Person is or was an employee (other than an Officer) or agent of the Company, or, while serving as an employee (other than an Officer) or agent of the Company or is or was serving at the request of the Company as a director, officer, employee, partner, fiduciary, trustee or agent of another member of the Company Group or another Person to the extent (i) permitted by the laws of the State of Delaware as from time to time; provided time in effect, and (ii) authorized by the Member. The Company may, to the extent permitted by Delaware law and authorized by the Member, pay expenses (including attorneys’ fees) reasonably incurred by an such statement provides reasonable documentary evidence employee or agent in defending any civil, criminal, administrative or investigative action, suit or proceeding in advance of the final disposition of such Costs action, suit or proceeding, upon such terms and provides conditions as the Member determines. The provisions of this Section 22(m) shall not constitute a written undertaking by contract right for any such employee or agent. n. The indemnification, advancement of expenses and other provisions of Section 22(b) through Section 22(o) are for the Indemnified Party to repay any benefit of the Indemnitees, their heirs, successors, assigns and all advanced Costs in the event such Indemnified Party is ultimately determined to administrators and shall not be entitled deemed to indemnification create any rights for the benefit of any other Persons. o. Except to the extent otherwise provided in Section 22(m), the right to be indemnified and to receive advancement of expenses in Section 22(b) through Section 22(o) shall be a contract right. No amendment, modification or repeal of Section 22(b) through Section 22(o) or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of Section 22(b) through Section 22(o) as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Exculpation and Indemnification. Neither A. None of the MemberMembers, Managers nor Executive Committee members or Officers (each an “"Indemnified Party”") shall be liable to the Company or any other person or entity who Person that has an interest in the Company for any loss, damage or claim (a “"Loss”") (or any expenses or costs associated therewith with a Loss (“"Costs”)") incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such Loss and Costs, incurred by reason of such Indemnified Party’s gross negligence Agreement or willful misconductapplicable law. To the full fullest extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any Loss or Costs incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this AgreementAgreement or applicable law, except that no Indemnified Party shall be entitled to be indemnified in respect of any Loss or Costs incurred by such Indemnified Party by reason of such Indemnified Party’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 22 5.11 shall be provided out of and to the extent of the Company assets only, and no Member, Manager Executive Committee member or Officer shall have personal liability on account thereof. The Company shall advance Costs incurred by or on behalf of an Indemnified Party in connection with any Loss within twenty (20) days loss after receipt by the Company from the Indemnified Party of a statement requesting such advances from time to time; , provided that such statement provides reasonable documentary evidence of such Costs and provides a written undertaking by the Indemnified Party to repay any and all advanced Costs in the event such Indemnified Party is ultimately determined not to not be entitled to indemnification by the Company. B. For the purposes of this Section 5.11, references to "the Company" shall include, in addition to the Company, any constituent entity (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its members, executive committee members, officers or persons performing comparable functions, so that any Person who is or was an executive committee member, officer or person performing a comparable function of such constituent entity shall stand in the same position under the provisions of this Section 5.11 with respect to the resulting or surviving entity as he would have with respect to such constituent entity if its separate existence had continued.

Exculpation and Indemnification. Neither the Member, Managers General Partner nor Officers any of its agents and employees (each an the “Indemnified PartyParties”) shall be liable to the Company Partnership or the other Partners for any act or omission performed or omitted by the General Partner or any such other person except if such act or entity who has an interest in omission was the Company for result of such person’s gross negligence, willful misconduct or fraud. Each of the Indemnified Parties shall be indemnified and held harmless by the Partnership from any lossand all losses, damage expenses, claims or claim (a “Loss”) (or liabilities of any expenses or costs associated therewith (“Costs”)) nature whatsoever incurred by reason such Indemnified Party (including, without limitation, reasonable attorneys’ fees and expenses) arising out of or in connection with any act or omission performed or omitted by such Indemnified Party in good faith on behalf of except if such act or omission was the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such Loss and Costs, incurred by reason result of such Indemnified Party’s gross negligence negligence, willful misconduct or willful misconductfraud. To the full extent permitted by applicable law, an The Indemnified Party Parties shall be entitled to indemnification from rely on the Company for advice of counsel or public accountants, or any Loss other person or Costs incurred entity believed by such the Indemnified Party by reason of Parties to be knowledgeable about the matter at issue and any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and Indemnified Parties in a manner reasonably believed to be within the scope of the authority conferred reliance on such advice shall in no event subject the Indemnified Party by Parties to liability to the Partnership or any other Partner, provided that any such counsel, public accountant or other person or entity was selected with reasonable care. Furthermore, for purposes of this AgreementSection 4.6, except that no Indemnified Party shall be entitled deemed to be indemnified have acted in respect of any Loss or Costs incurred by such Indemnified Party by reason of such Indemnified Party’s a manner constituting gross negligence or negligence, willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 22 shall be provided out fraud unless so found following a final adjudication by a court of competent jurisdiction and to the extent of Company assets only, and no Member, Manager or Officer shall have personal liability on account thereof. The Company shall advance Costs incurred by or on behalf of an Indemnified Party in connection with any Loss within twenty (20) days after receipt by the Company from the Indemnified Party of a statement requesting such advances from time to time; provided such statement provides reasonable documentary evidence of such Costs and provides a written undertaking exhaustion by the Indemnified Party Parties of any rights they may have to repay any and all advanced Costs in the event appeal such Indemnified Party is ultimately determined to not be entitled to indemnification by the Companyfinding.

Exculpation and Indemnification. Section 22(b) through Section 22(o) shall remain in effect until and shall terminate on the sixth (6th) anniversary of this Agreement and are solely for the benefit of the directors, officers, employees and agents of the Company on or prior to the date hereof. a. Neither the MemberMember nor any of its respective members, Managers nor Officers employees, agents, officers, directors, any of their respective affiliates, consultants, employees or agents or any Officer (each an “Indemnified Party”) shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage damage, claim or claim expense (a “Loss”) (or any expenses or costs associated therewith (“Costs”)including attorneys’ fees) incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such Loss and Costs, incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full fullest extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification and advancement of expenses from the Company for any Loss loss, damage, claim or Costs expense (including attorneys’ fees) incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any Loss or Costs incurred by such Indemnified Party by reason of such Indemnified Party’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 22 22(a) shall be provided out of and to the extent of Company assets only, and no Member, Manager or Officer the Member shall have no personal liability on account thereof. b. To the fullest extent permitted by law as it currently exists and to such greater extent as applicable law hereafter may permit, but subject to the limitations expressly provided in this Agreement, the Company shall indemnify any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization or other enterprise (including an employee benefit plan), association, government agency or political subdivision thereof or other entity (each, a “Person”) who was or is a party or is threatened to be made a party to, or otherwise requires representation of counsel in connection with, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that such Person is or was a director of the Company (“Director”) or Officer, is or was serving as a tax matters partner of the Company or, at the request of the Company, as a director, officer, tax matters partner, employee, partner, manager, fiduciary or trustee of any of the Company or any Subsidiary thereof (“Company Group”) or any other Person (each an “Indemnitee”) or by reason of any action alleged to have been taken or omitted in such capacity, against losses, expenses (including attorneys’ fees), judgments, fines, damages, penalties, interest, liabilities and amounts paid in settlement actually and reasonably incurred by the Person in connection with such action, suit or proceeding if the Person acted in good faith and in a manner the Person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such Person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Person did not act in good faith and in a manner which the Person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Person’s conduct was unlawful. c. To the fullest extent permitted by law, but subject to the limitations expressly provided in this Agreement, the Company shall indemnify any Person who was or is a party or is threatened to be made a party to, or otherwise requires representation of counsel in connection with, any threatened, pending or completed action, suit or proceeding, by or in the right of the Company to procure a judgment in its favor by reason of the fact that such Person was serving as an Indemnitee, or by reason of any action alleged to have been taken or omitted in such capacity, against losses, expenses (including attorneys’ fees), judgments, fines, damages, penalties, interest, liabilities and amounts paid in settlement actually and reasonably incurred by the Person in connection with such action, suit or proceeding if the Person acted in good faith and in a manner the Person reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable to the Company unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. d. To the extent an Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 22(b) or Section 22(c), or in the defense of any claim, issue or matter therein, such Person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such Person in connection therewith. e. Any indemnification under Section 22(b) or Section 22(c) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because the Person has met the applicable standard of conduct set forth in such section. Such determination shall be made, with respect to a Person who is a Director or Officer at the time of such determination, (i) by the Member, (ii) by a committee designated by the Member, or (iii) if the Member so directs, by independent legal counsel in an opinion of Counsel. f. Expenses (including attorneys’ fees) incurred by an Indemnitee in defending any action, suit or proceeding referred to in Section 22(b) or Section 22(c) shall be paid by the Company in advance Costs incurred of the final disposition of such action, suit or proceeding and in advance of any determination that such Indemnitee is not entitled to be indemnified, upon receipt of an undertaking by or on behalf of such Indemnitee to repay such amount if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Person is not entitled to be indemnified by the Company as authorized in Section 22(b) through Section 22(o). g. The indemnification, advancement of expenses and other provisions of Section 22(b) through Section 22(o) shall be in addition to any other rights to which an Indemnified Party Indemnitee may be entitled under any agreement, pursuant to any vote of the Member, as a matter of law or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee. h. The Company may purchase and maintain insurance, on behalf of its Directors and Officers, and such other Persons as the Member shall determine, against any liability that may be asserted against or expense that may be incurred by such Person in connection with the Company’s activities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement. i. For purposes of the definition of Indemnitee in Section 22(b), the Company shall be deemed to have requested a Person to serve as fiduciary of an employee benefit plan whenever the performance by such Person of his duties to the Company also imposes duties on, or otherwise involves services by, such Person to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 22(b); and action taken or omitted by such Person with respect to any Loss within twenty (20employee benefit plan in the performance of such Person’s duties for a purpose reasonably believed by him to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in, or not opposed to, the best interests of the Company. j. Any indemnification pursuant to Section 22(b) days after receipt through Section 22(o) shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification. k. An Indemnitee shall not be denied indemnification in whole or in part under Section 22(b) through Section 22 l. If a claim under Section 22(b) through Section 22(o) is not paid in full by the Company from within 60 days after a written claim has been received by the Indemnified Party Company, except in the case of a statement requesting claim for an advancement of expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such advances suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid also the reasonable expenses of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in this Agreement. Neither the failure of the Company (including independent legal counsel or the Member) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in this Agreement, nor an actual determination by the Company (including independent legal counsel or the Member) that the Indemnitee has not met the applicable standard of conduct shall create a presumption that the Indemnitee has not met the applicable standard of conduct, or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such advancement of expenses, under Section 22(b) through Section 22(o) or otherwise shall be on the Company. m. The Company may indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not an action by or in the right of the Company) by reason of the fact that the Person is or was an employee (other than an Officer) or agent of the Company, or, while serving as an employee (other than an Officer) or agent of the Company or is or was serving at the request of the Company as a director, officer, employee, partner, fiduciary, trustee or agent of another member of the Company Group or another Person to the extent (i) permitted by the laws of the State of Delaware as from time to time; provided time in effect, and (ii) authorized by the Member. The Company may, to the extent permitted by Delaware law and authorized by the Member, pay expenses (including attorneys’ fees) reasonably incurred by an such statement provides reasonable documentary evidence employee or agent in defending any civil, criminal, administrative or investigative action, suit or proceeding in advance of the final disposition of such Costs action, suit or proceeding, upon such terms and provides conditions as the Member determines. The provisions of this Section 22(m) shall not constitute a written undertaking by contract right for any such employee or agent. n. The indemnification, advancement of expenses and other provisions of Section 22(b) through Section 22(o) are for the Indemnified Party to repay any benefit of the Indemnitees, their heirs, successors, assigns and all advanced Costs in the event such Indemnified Party is ultimately determined to administrators and shall not be entitled deemed to indemnification create any rights for the benefit of any other Persons. o. Except to the extent otherwise provided in Section 22(m), the right to be indemnified and to receive advancement of expenses in Section 22(b) through Section 22(o) shall be a contract right. No amendment, modification or repeal of Section 22(b) through Section 22 (o) or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of Section 22 (b) through Section 22(o) as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Exculpation and Indemnification. (a) Neither the MemberInvestment Manager nor any of its partners, Managers nor Officers affiliates, directors, officers, employees, shareholders, members and other agents (each each, an “Indemnified Party”) shall be liable to the Company General Partner, the Fund, any Vehicle or any other person or entity who has an interest in to the Company Partners of the Fund for monetary damages for any losslosses, damage claims, damages or claim liabilities (a “LossDamages”) (or any expenses or costs associated therewith (“Costs”)) incurred by reason of arising from any act or omission performed or omitted by such Indemnified Party parties arising out of or in good faith on behalf connection with the performance by Investment Manager of its services under this Agreement or the Fund’s or any Vehicle’s business or affairs, including, without limitation, all activities of the Company and type or character disclosed in a manner reasonably believed to be within the scope of the authority conferred on Fund’s confidential private placement memorandum, as it may have been supplemented or amended (such Indemnified Party disclosure being incorporated herein by this Agreementreference), except to the extent that an Indemnified Party shall be liable for any such Loss and Costs, incurred by reason Damages are primarily attributable to the gross negligence or willful misconduct of such Indemnified Party’s gross negligence or willful misconduct. To . (1) The Fund shall, to the full fullest extent permitted by applicable law, an indemnify, defend and hold harmless the Indemnified Parties against any Damages to which the Indemnified Party shall be entitled may become subject in connection with any matter arising out of or in connection with the performance by Investment Manager of its services under this Agreement or the Fund’s business or affairs, except, with respect to indemnification from the Company for any Loss or Costs incurred by such Indemnified Party by reason of to the extent that any act or omission performed or omitted by such Indemnified Party in good faith on behalf of Damages are primarily attributable to the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any Loss or Costs incurred by such Indemnified Party by reason of such Indemnified Party’s gross negligence or willful misconduct of such Indemnified Party. If the Indemnified Party becomes involved in any capacity in any action, proceeding or investigation in connection with any matter arising out of or in connection with the performance by Investment Manager of its services under this Agreement or the Fund’s business or affairs, the Fund shall reimburse the Indemnified Party for its reasonable legal and other expenses (including the cost of any investigation and preparation) as they are incurred in connection therewith; provided that the Indemnified Party shall promptly repay to the Fund the amount of any such reimbursed expenses paid to it if it shall ultimately be finally determined that the Indemnified Party was not entitled to be indemnified by the Fund in connection with such action, proceeding or investigation. If for any reason (other than by reason of the exclusions from indemnification hereinabove set forth) the foregoing indemnification is unavailable to the Indemnified Party, or insufficient to hold it harmless, then the Fund shall contribute to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Fund on the one hand and the Indemnified Party on the other hand or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations. (2) The provisions of this Section 3.1(b) shall survive for a period of three years from the date of dissolution of the Fund; provided that if at the end of such period there are any actions, proceedings or investigations then pending, the Indemnified Party shall notify the General Partner and the General Partner shall so notify the Fund and the Partners of the Fund at such time (which notice shall include a brief description of each such action, proceeding or investigation and the liabilities asserted therein) and the provisions of this Section 3.1(b) shall survive with respect to each such acts action, proceeding or omissionsinvestigation set forth in such notice (or any related action, proceeding or investigation based upon the same or similar claim) until the date that such action, proceeding or investigation is finally resolved; and provided, howeverfurther, that any indemnity the obligations of the Fund under this Section 22 3.1(b) shall be provided satisfied solely out of and Fund assets, subject to the extent right of Company assets onlythe liquidator of the Fund to establish reserves, and no Member, Manager pursuant to the Fund Partnership Agreement for contingent obligations under this Section 3.1(b). (c) No member of the General Partner or Officer Partner of the Fund shall have personal liability on account thereof. The Company shall advance Costs incurred by any obligation to the Fund or on behalf any other Partner of the Fund to bring or join in any action in defense of an Indemnified Party pursuant to Section 3.1 (a) or (b). Nothing contained in connection with this Section 3.1 shall be construed as any Loss within twenty (20) days after receipt waiver of insurance claims or recoveries by the Company from the Fund or an Indemnified Party. (d) The remedies of an Indemnified Party of a statement requesting such advances from time to time; provided such statement provides reasonable documentary evidence of such Costs and provides a written undertaking by the Indemnified Party to repay any and all advanced Costs in the event under this Article III shall be non-exclusive and, without duplication, each such Indemnified Party is ultimately determined may pursue any other remedy provided in law or equity. (e) The provisions of this Article III shall inure to not be entitled the benefit of the Indemnified Parties, and any successors, assigns, heirs and personal representatives of such Indemnified Parties. (f) The Fund covenants and agrees to indemnification by call for Capital Contributions from its Partners, to the Companyextent permitted in the Fund Partnership Agreement, to satisfy the Fund’s obligations under this Article III.

Exculpation and Indemnification. Neither (a) The Company shall hold harmless and indemnify the MemberIndemnified Parties to the fullest extent permitted by applicable Law from any liability, Managers nor Officers loss, cost or expense (each an including judgments, fines, amounts paid in settlement, attorneys’ fees and expenses actually and reasonably incurred) (collectively, “Indemnified PartyIndemnifiable Losses”) shall that may accrue to or be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim (a “Loss”) (or any expenses or costs associated therewith (“Costs”)) incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith connection with any action or proceeding in which such Indemnified Party is or may become involved, as a party or otherwise, or with which such Indemnified Party may be threatened, relating to or arising out of the conduct of the affairs of the Group Companies or otherwise in connection with this Agreement or the matters contemplated herein; provided, however, that (i) no indemnification may be made to or on behalf of any Indemnified Party to the Company and extent such Indemnifiable Losses are found by a court of competent jurisdiction in a manner reasonably believed non-appealable final judgment or in a duly constituted arbitration proceeding (a) to be within the scope have resulted from bad faith, active and deliberate dishonesty, fraud, willful misconduct, gross negligence, (b) a violation of the authority conferred on such Indemnified Party applicable Law or (c) a material breach of this Agreement by this Agreement, except that an Indemnified Party shall be liable for any such Loss and Costs, incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an (ii) no Indemnified Party shall be entitled to indemnification hereunder from and against any claims, liabilities, damages, losses, costs or expenses arising with respect to any controversies between or among the Members or each of their respective officers, directors, equity holders, members, employees and partners to which the Company for any Loss is not a party and (iii) the Company’s obligations hereunder shall not apply with respect to losses of an Indemnified Party’s investment in the Company or Costs tax obligations incurred by such any Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in as a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any Loss or Costs incurred by such Indemnified Party by reason result of such Indemnified Party’s gross negligence ownership of an interest in the Company or willful misconduct with respect investments made by the Company or its Affiliates. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Party did not satisfy the foregoing standard of conduct that would entitle such Indemnified Party to such acts or omissions; provided, however, that any indemnity under indemnification pursuant to this Section 22 4.7(a). (b) Expenses (including reasonable attorney’s fees) reasonably incurred by an Indemnified Party in defense or settlement of any claim that may be subject to a right of indemnification hereunder shall be provided out of and advanced by the Company prior to the extent final disposition thereof upon receipt of Company assets only, and no Member, Manager or Officer shall have personal liability on account thereof. The Company shall advance Costs incurred a written undertaking by or on behalf of an such Indemnified Party to repay such amount to the extent that it shall be determined ultimately that such Indemnified Party is not entitled to be indemnified hereunder; provided, that the Company shall have no obligation to make any advances to any Indemnified Party in connection with any Loss within twenty claim by any Group Company against such Indemnified Party, or by such Indemnified Party against any Group Company. (20c) days after receipt The right of any Indemnified Party to the indemnification provided herein shall be cumulative of, and in addition to, any and all rights to which such Indemnified Party may otherwise be entitled by contract or as a matter of Law or equity and shall extend to such Indemnified Party’s successors, assigns and legal representatives. (d) An Indemnified Party shall obtain the written consent of the Board of Managers prior to entering into any compromise or settlement which would result in an obligation of the Company to indemnify such Indemnified Party, which consent shall not be unreasonably withheld or delayed. If liabilities arise out of the conduct of the affairs of the Company and any other Person for which the Indemnified Party was then acting in a similar capacity, the amount of the indemnification provided by the Company shall be limited to the Company’s proportionate share thereof as determined in good faith by the Board of Managers. (e) The Board of Managers shall cause the Company to purchase, at the Company’s expense, insurance to insure the Indemnified Parties against liability for any breach or alleged breach of their responsibilities under this Agreement or otherwise in connection with activities of the Company regardless of whether such insurance insures against liability for which indemnification by the Company is not permitted under the terms of this Agreement. (f) The Indemnified Parties may consult with legal counsel and accountants selected by them and any act or omission suffered or taken by them on behalf of the Company or in furtherance of the interests of the Company in good faith in reasonable reliance upon and in accordance with the advice of such counsel or accountants shall be full justification for any such act or omission, and such Indemnified Parties shall be fully protected in so acting or omitting to act; provided that such counsel or accountants were selected with reasonable care. (g) Prior to the Company making or any other Group Company making any indemnification payment to an Indemnified Party, such Indemnified Party shall first establish to the reasonable satisfaction of the Board of Managers that such Indemnified Party has taken reasonable steps to seek recovery under any other indemnity or any insurance policies by which such Person is indemnified or covered, as the case may be, and to preserve the Company’s subrogation rights as contemplated by Section 4.7(h). (i) The Company hereby acknowledges that certain Indemnified Parties may have certain rights to indemnification and/or insurance provided by a Member and/or certain of their Affiliates (collectively, the “Other Indemnitors”). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to each Indemnified Party are primary and those of the Other Indemnitors are secondary), it shall be liable for the full amount of all Indemnifiable Losses to the extent legally permitted and that it irrevocably waives any claims against the Other Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Other Indemnitors on behalf of any Indemnified Party with respect to any claim for which such Indemnified Party has sought indemnification from the Company shall affect the foregoing and the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnified Party against the Company. (ii) Except as provided in Section 4.7(h)(i) above, in the event of any payment of Indemnifiable Losses under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of contribution or recovery of the Indemnified Party of a statement requesting such advances from time to time; provided such statement provides reasonable documentary evidence of such Costs against other Persons (other than the Other Indemnitors), and provides a written undertaking by the Indemnified Party shall take, at the request of the Company, all reasonable action necessary to repay secure such rights, including the execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. Notwithstanding anything to the contrary contained herein, this Section 4.7(h) shall be for the exclusive benefit of the Other Indemnitors and shall not result in any and all advanced Costs in the event benefit to, or right of, any other Person. (i) The provisions of this Section 4.7 shall continue to afford protection to each Indemnified Party regardless of whether such Indemnified Party is ultimately determined remains in the position or capacity pursuant to not be which such Indemnified Party became entitled to indemnification by under this Section 4.7 and regardless of any subsequent amendment to this Agreement, and no amendment to this Agreement shall reduce or restrict the Companyextent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment.

Exculpation and Indemnification. Neither None of the MemberMembers, Officers, or Managers nor Officers (each an “Indemnified Party”) shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage damage, or claim (a “Loss”) (or any expenses or costs associated therewith therewith, including without limitation legal fees and expenses (“Costs”)) incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such Loss and Costs, incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any Loss or Costs incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any Loss or Costs incurred by such Indemnified Party by reason of such Indemnified Party’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 22 5.04 shall be provided out of and to the extent of Company assets only, and no Member, Manager Manager, or Officer shall have personal liability on account thereof. The Company shall advance Costs incurred by or on behalf of an Indemnified Party in connection with any Loss within twenty (20) days after receipt by the Company from the Indemnified Party of a statement requesting such advances from time to time; provided such statement provides reasonable documentary evidence of such Costs and provides a written undertaking by the Indemnified Party to repay any and all advanced Costs in the event such Indemnified Party is ultimately determined to not be entitled to indemnification by the Company.

Exculpation and Indemnification. (a) Neither the MemberMember nor any of its respective shareholders, Managers nor Officers employees, agents, officers, directors, any of their respective affiliates, consultants, employees or agents, any Manager or any Officer (each each, an “Indemnified Party”) shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim (a “Loss”) (or any expenses or costs associated therewith (“Costs”)) incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such Loss and Costsloss, damage or claim incurred by reason of such Indemnified Party’s gross negligence wanton or willful reckless misconduct, as construed under Section 275.170 of the Act, as it may be amended or superceded from time to time (“Section 275.170”). To the full fullest extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any Loss loss, damage or Costs claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any Loss loss, damage or Costs claim incurred by such Indemnified Party by reason of such Indemnified Party’s gross negligence wanton or willful reckless misconduct (as construed under Section 275.170) with respect to such acts or omissions; provided, however, that any indemnity under this Section 22 shall be provided out of and to the extent of Company assets only, and no Member, Manager or Officer the Member shall have no personal liability on account thereof. The . (b) Expenses incurred by an Officer or Manager in defending or in preparation for a civil, criminal, administrative or investigative action, suit or proceeding, arbitration, mediation or claim in respect thereof (collectively, “Actions”) shall be paid by the Company shall in advance Costs incurred of the final disposition of such Action upon receipt of an undertaking by or on behalf of an Indemnified Party in connection with any Loss within twenty (20) days after receipt the Manager or Officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company from as authorized in this Section 22. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Indemnified Party Board deems appropriate. As used in this Section 22, “expenses” shall mean any direct out-of-pocket costs reasonably related to such Action, including, without limitation, attorneys’ fees, fees of a statement requesting such advances from time to time; consultants, advisors and expert witnesses, and related charges. (c) The indemnification and advancement of expenses provided such statement provides reasonable documentary evidence by, or granted pursuant to, the other sections of such Costs and provides a written undertaking by the Indemnified Party to repay any and all advanced Costs in the event such Indemnified Party is ultimately determined to this Section 22 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any agreement among or between the parties, available insurance policy or otherwise, both as to indemnification by the Companyaction in his official capacity and as to action in another capacity while holding such office.

Exculpation and Indemnification. Neither (a) Notwithstanding anything to the Membercontrary in this Agreement, Managers nor Officers the General Partner, its members and Affiliates and its and their directors, officers, shareholders, partners, trustees and employees (each an “Indemnified individually and respectively, a "Released Party”") shall not be liable to the Company Partnership or any other person or entity who has an interest in to the Company Limited Partners for any losslosses, damage claims, damages or claim (a “Loss”) (or any expenses or costs associated therewith (“Costs”)) incurred by reason of liabilities arising from any act or omission performed or omitted by such Indemnified Released Party arising out of or in good faith on behalf connection with this Agreement or the Partnership's business or affairs, except for (i) any such loss, claim, damage or liability attributable to the negligence or willful misconduct of such Released Party or a material breach of this Agreement which such Released Party fails to cure, or fails to cause the General Partner to cure, within ten (10) Business Days following receipt by the General Partner of notice of such breach from the Required Partners (a "Breach"), provided that if such breach is capable of being cured but cannot be cured with diligent efforts within such period of 10 Business Days and if such Released Party or the General Partner, as the case may be, has commenced to cure such breach within such period of 10 Business Days, no Breach of this Agreement shall be deemed to have occurred unless either (a) such Released Party or the General Partner, as the case may be, ceases to proceed diligently to cure such breach or (b) such breach is not cured within fifteen (15) days after the receipt by the General Partner of such notice of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreementbreach, except that an Indemnified Party shall be liable for or (ii) any such Loss and Costsloss, incurred claim, damage or liability attributable to or arising out of or as a result of any Released Party's position as an officer, director, trustee or controlling stockholder (except in the case of any such loss, claim, damage or liability attributable to such person's position as a controlling stockholder arising solely by reason of the initial funding of the Partnership Investment pursuant to the Contribution Agreement) of ▇▇▇▇ Centers Trust or with respect to actions taken or omitted to be taken by them in such Indemnified Party’s gross negligence or willful misconductcapacity. To The General Partner shall, to the full fullest extent permitted by applicable law, an Indemnified indemnify, defend and hold harmless the Partnership and the Limited Partners against any losses, claims, damages or liabilities to which the Partnership or such Limited Partners may become subject in connection with (i) any Breach or (ii) actions or omissions of any Released Party shall be entitled after the Closing Date relating to indemnification from their positions as executive officers, trustees, directors or controlling stockholders (except in the Company for case of any Loss such loss, claim, damage or Costs incurred by liability attributable to such Indemnified Party person's position as a controlling stockholder arising solely by reason of any act the initial funding of the Partnership Investment pursuant to the Contribution Agreement) of ▇▇▇▇ Centers Trust or omission performed actions taken or omitted to be taken by them in such Indemnified capacity. (b) The Partnership shall, to the fullest extent permitted by applicable law, indemnify, defend and hold harmless each Released Party against any losses, claims, damages or liabilities to which such Released Party may become subject in connection with any matter arising out of or in connection with this Agreement or the Partnership's business or affairs, except for any such loss, claim, damage or liability attributable to the gross negligence, willful misconduct or Breach of such Released Party or as a result of any Released Party's position as an officer, trustee, director or controlling stockholder of ▇▇▇▇ Centers Trust or with respect to actions taken by or omitted to be taken by any Released Party in good faith on behalf such capacity. If any Released Party becomes involved in any capacity in any action, proceeding or investigation in connection with any matter arising out of or in connection with this Agreement or the Company Partnership's business or affairs, the Partnership shall reimburse such Released Party for its legal and other expenses (including the cost of any investigation and preparation) as they are incurred in a manner reasonably believed to be within the scope of the authority conferred on connection therewith, provided that such Indemnified Party by this Agreement, except that no Indemnified Released Party shall promptly repay to the Partnership the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Released Party was not entitled to be indemnified by the Partnership in connection with such action, proceeding or investigation. Any such obligation of the Partnership shall be limited to the assets of the Partnership and there shall be no personal liability of any of the Limited Partners for any such obligation of the Partnership. (c) Each Partner covenants for itself and its successors, assigns, heirs and personal representatives that such Person will, at any time prior to or after dissolution of the Partnership, on demand, whether before or after such Person's withdrawal from the Partnership, pay to the Partnership or the General Partner any amount which the Partnership or the General Partner, as the case may be, pays in respect of any Loss taxes (including withholding taxes) imposed upon income of or Costs incurred by such Indemnified Party by reason of such Indemnified Party’s gross negligence or willful misconduct with respect distributions to such acts or omissions; provided, however, that any indemnity under this Section 22 shall be provided out of and to the extent of Company assets only, and no Member, Manager or Officer shall have personal liability on account thereof. The Company shall advance Costs incurred by or on behalf of an Indemnified Party in connection with any Loss within twenty (20) days after receipt by the Company from the Indemnified Party of a statement requesting such advances from time to time; provided such statement provides reasonable documentary evidence of such Costs and provides a written undertaking by the Indemnified Party to repay any and all advanced Costs in the event such Indemnified Party is ultimately determined to not be entitled to indemnification by the CompanyPartner.

Exculpation and Indemnification. Neither of the Member, Managers nor Officers Members and the Manager. (each an “a) No Indemnified Party”) Party shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim (a “Loss”) (or any expenses or costs associated therewith (“Costs”)) incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of connection with any matter arising from, or related to, or in connection with this Agreement or the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such Loss and Costs, incurred by reason of such Indemnified Party’s gross negligence Company's business or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any Loss or Costs incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any Loss or Costs incurred by such Indemnified Party by reason of such Indemnified Party’s gross negligence or willful misconduct with respect to such acts or omissionsaffairs; provided, however, that the foregoing shall not eliminate or limit the liability of any indemnity under this Section 22 shall be provided out of and Indemnified Party if a judgment or other final adjudication adverse to the Indemnified Party establishes that the Indemnified Party's acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that the Indemnified Party personally gained a financial profit or other advantage to which the Indemnified Party was not legally entitled. (b) The Company shall, to the fullest extent of Company assets onlypermitted by the Act, indemnify and hold harmless, and advance expenses to, each Indemnified Party against any losses, claims, damages or liabilities to which the Indemnified Party may become subject in connection with any matter arising from, related to, or in connection with, this Agreement or the Company's business or affairs; provided, however, that no Member, Manager or Officer shall have personal liability on account thereof. The Company shall advance Costs incurred by indemnification may be made to or on behalf of an any Indemnified Party in connection with any Loss within twenty (20) days after receipt by the Company from if a judgment or other final adjudication adverse to the Indemnified Party establishes (i) that the Indemnified Party's acts or omissions giving rise to such losses, claims, damages or liabilities were committed in bad faith or were the result of a statement requesting such advances from time active and deliberate dishonesty and were material to time; provided such statement provides reasonable documentary evidence the cause of such Costs and provides a written undertaking by action so adjudicated or (ii) that the Indemnified Party personally gained a financial profit or other advantage to repay any and all advanced Costs in which the event such Indemnified Party was not legally entitled; provided, further, that such indemnification shall be subject to the terms of, and shall be subordinate to the obligations (if any) payable under, the agreements referred to in Section 2.5 to which the Company is ultimately determined a party. (c) Notwithstanding anything else contained in this Agreement, the indemnity obligations of the Company under paragraph (b) above shall: (i) be in addition to not be entitled to indemnification by any liability that the Company.Company may otherwise have;

Exculpation and Indemnification. Neither (a) No Member (including the MemberManager, Managers in such capacity) nor Officers any of its Affiliates nor any of their respective current or former Members, members, shareholders (or other Equity Security holders), officers, directors, employees, consultants, agents or representatives (each an “Indemnified Party” and, collectively, the “Indemnified Parties”) shall be liable liable, in damages or otherwise, to the Company or to any other person or entity who has an interest in of the Company Members for any loss, damage or claim (a “Loss”) (or any expenses or costs associated therewith (“Costs”)) incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf connection with the conduct of affairs of the Company and or otherwise incurred in a manner reasonably believed connection with the Company or this Agreement or the matters contemplated herein; provided, that no indemnification shall be granted to be within the scope any Indemnified Party, that is not an individual, for (i) any act or omission of the authority conferred on such Indemnified Party or any Related Indemnitee resulting from such Person’s own fraud, criminal or willful misconduct, gross negligence or bad faith, (ii) any breach by such Indemnified Party or any Related Indemnitee of any of the terms and provisions of this Agreement, except that or (iii) any breach by an Indemnified Party or any Related Indemnitee of any contract with the Company; and provided further, that no indemnification shall be granted to any Indemnified Party that is an individual for any act or omission of such Indemnified Party or any Related Indemnitee resulting from such individual’s own fraud or criminal or willful misconduct. (b) The Company shall indemnify, defend and hold harmless, to the fullest extent permitted by law, the Indemnified Parties, from and against any loss, damage, expense, claim or liability of any kind or nature whatsoever that such Indemnified Party may at any time become subject to or liable for any such Loss and Costsreason arising out of this Agreement or in connection with the conduct of the affairs of the Company; provided, incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an that no Indemnified Party that is not an individual shall be entitled to indemnification if and to the extent that the liability otherwise to be indemnified for results from (i) any act or omission of such Indemnified Party or any Related Indemnitee resulting from the Company for such Person’s own fraud, criminal or willful misconduct, gross negligence or bad faith, (ii) any Loss or Costs incurred breach by such Indemnified Party or any Related Indemnitee of any of the terms and provisions of this Agreement, or (iii) any breach by reason an Indemnified Party or any Related Indemnitee of any contract with the Company; and provided further, that no indemnification shall be granted to any Indemnified Party that is an individual for any act or omission performed or omitted by of such Indemnified Party or any Related Indemnitee resulting from such individual’s own fraud or criminal or willful misconduct. (c) Expenses (including reasonable legal fees) incurred by an Indemnified Party in good faith defense or settlement of any claim or liability that may be subject to a right of indemnification hereunder shall be reimbursed by the Company upon the final disposition of any such proceeding and, thereafter, upon receipt of a written request from such Indemnified Party requesting reimbursement of such amount, if it has been determined by a court of competent jurisdiction that the Indemnified Party is entitled to be indemnified hereunder. (d) The right of any Indemnified Party to the indemnification provided herein shall be cumulative of, and in addition to, any and all rights to which such Indemnified Party may otherwise be entitled by contract or as a matter of law or equity and shall extend to such Indemnified Party’s successors, assigns and legal representatives. (e) If the Company, the Manager, any Member or any Affiliate of a Member or the Company is required by law to make any payment on behalf of a Member (including without limitation federal or foreign withholding taxes), then the Company (if permitted to without incurring any penalties) shall notify such Member of such obligation and such Member shall have the opportunity to make such payment on its own behalf. If such Member fails, or is not otherwise able, to make such payment on its own behalf and the Company, Member or such Affiliate makes any such payment on behalf of the Member, such Member shall reimburse, indemnify and hold harmless the Company, the Manager, the other Members, each such Affiliate and each of their respective officers, directors, employees, stockholders, members and agents (each of which shall be a third-party beneficiary of this Agreement solely for purposes of this Section 7.11(e)) for the entire amount of such payment (including interest and penalties thereon and expenses related thereto). Distributions or payments to which a Member is otherwise entitled to pursuant to Article V or Article XI hereof may be offset against such Member’s obligation to reimburse and indemnify a party pursuant to this Section 7.11(e). A Member’s obligation under this Section 7.11(e) shall bear interest commencing with the date such obligation arises, at an annual rate equal to the lesser of the maximum amount permitted by law and the per annum rate of interest reported on the date such obligation arises by The Wall Street Journal as the six (6) month London Interbank Offered Rate plus five-hundred (500) basis points. (f) The Company and the Manager shall maintain insurance in a manner customary amounts and against customary risks as reasonably believed determined from time to be within time by the scope Manager. (g) The indemnities provided hereunder shall survive termination of the authority conferred Company and this Agreement. The provisions of this Section 7.11 for the indemnification of Persons other than Members may be relied upon by such Persons and may be enforced as if such Persons were parties hereto and, to this extent, the Manager shall be deemed to hold the benefit of such indemnity on such behalf of each Indemnified Party by this Agreement, except that no Indemnified Party and shall be entitled use its reasonable endeavors to be indemnified assist such Person in bringing proceedings in respect of a claim under this Section 7.11. (h) Neither the Manager nor any Loss Member shall be liable to the Company or Costs incurred to another Member for any consequential or punitive damages. (i) Notwithstanding the foregoing, no Affiliate of a Member (including of the Manager, in such capacity) nor any of the respective current or former members, shareholders (or other Equity Security holders), officers, directors or employees of a Member or of an Affiliate of a Member shall be personally liable for any payments due from a Member hereunder or any obligations to be performed by a Member hereunder, except as expressly provided herein or in any other agreement to which such Indemnified Party Person is a party. The sole recourse of the Company or other Members for any payments due from a Member hereunder or any obligations to be performed by reason of a Member hereunder shall be against such Indemnified Party’s gross negligence or willful misconduct with respect to such acts or omissionsMember and its assets and not against any other Person; provided, however, that any indemnity under (x) nothing in this Section 22 7.11(i) shall be provided out limit or otherwise prejudice in any way the right of and the Company or other Members to proceed against any Person with respect to the extent enforcement of Company assets onlysuch Person’s obligations under any agreement to which it is a party, and no Member, Manager (y) recourse against a Person for such Person’s own fraud or Officer criminal or willful misconduct shall have personal liability on account thereof. The Company shall advance Costs incurred by or on behalf of an Indemnified Party in connection with any Loss within twenty (20) days after receipt by the Company from the Indemnified Party of a statement requesting such advances from time to time; provided such statement provides reasonable documentary evidence of such Costs and provides a written undertaking by the Indemnified Party to repay any and all advanced Costs in the event such Indemnified Party is ultimately determined to not be entitled to indemnification limited by the Companythis Section 7.11(i).

Exculpation and Indemnification. Neither ‌ 5.5.1. An Indemnified Party shall not be liable, responsible or accountable in damages or otherwise to the Member, Managers nor Officers Partnership or to any Partner for any Loss incurred or suffered by reason of (each an “i) any action or omission by the Indemnified Party”, if such action or omission was taken in good faith, unless such Loss is primarily attributable to (A) shall be liable the Indemnified Party’s Culpability with respect to such action or omission, or (B) the Indemnified Party’s action or omission that resulted in a material breach of this Agreement, or (ii) the mistake, action, inaction or negligence of brokers or other agents of the Partnership selected and monitored in good faith. In addition, an Indemnified Party that has retained an independent third-party selected as provided in 5.5.3 to provide professional services with respect to the Company Partnership or an Investment shall not be liable, responsible or accountable in damages or otherwise to the Partnership or to any other person or entity who has an interest in the Company Partner for any loss, damage Loss incurred or claim (a “Loss”) (or any expenses or costs associated therewith (“Costs”)) incurred suffered by reason of any act action or omission performed or omitted by such independent third-party (notwithstanding that such third-party may have been Culpable with respect to such action or omission or the fact that the delegation to such other Person was not strictly necessary) unless the Indemnified Party was itself Culpable with respect to the appointment or supervision of such third- party.‌ 5.5.2. The following provisions shall apply with regard to the Partnership’s obligations to indemnify an Indemnified Party:‌ (a) The General Partner acknowledges that the Initial Limited Partners may not be permitted under the laws of the Commonwealth of Kentucky to provide indemnification. As a result thereof, the Initial Limited Partners shall not be obligated to make any indemnification payment to the extent not permitted under such laws. Representations, warranties and covenants made by the Initial Limited Partners in this Agreement or the Subscription Agreement shall be deemed to be modified so as to be consistent with the preceding sentence. Nothing contained herein, however, shall relieve the Initial Limited Partners of any obligation it may have under this Agreement to contribute capital in respect of its Capital Commitment under this Agreement. To the fullest extent permitted by law, the Partnership, out of the Partnership Assets and not out of the separate assets of any Partner, shall indemnify and hold harmless, to the extent described below, any Indemnified Party who was or is a party (or is threatened to be made a party) to any threatened, pending or completed action, suit or proceedings (collectively, a “Proceeding”), whether civil, criminal, administrative or investigative (including any action by or in the right of the Partnership) from any Loss, and shall indemnify any Indemnified Party who has otherwise suffered a Loss, in either case by reason of any actions taken (or allegedly taken) by the Indemnified Party in connection with the Partnership, any Parallel Fund, or in connection with any involvement with a Portfolio Company or asset of the Partnership, any Parallel Fund, (including without limitation, serving as an officer, director, consultant, employee or a member of a creditors’ committee of any Portfolio Company), if such actions or omissions were taken in good faith, unless such Loss is primarily attributable to (A) the Indemnified Party’s Culpability with respect to such action or omission, or (B) the Indemnified Party’s action or omission that resulted in a material breach of this Agreement; provided, that the Partnership shall not provide any indemnification with respect to any disputes solely among and between the General Partner, the Management Company, and any of their respective Affiliates (other than the Partnership to the extent that the Partnership is deemed to be an Affiliate), shareholders, employees, partners or members. (b) If an Indemnified Party is entitled to indemnity from the Partnership under this Paragraph 5.5.2, it shall be indemnified, to the fullest extent allowed by law, for any Loss actually and reasonably incurred by such Indemnified Party to the extent it has not otherwise been reimbursed. 5.5.3. Notwithstanding any provision to the contrary, an Indemnified Party may act upon the opinion or advice of or information obtained from legal advisers, bankers, accountants or other professional advisors believed by the Indemnified Party in good faith on behalf and upon reasonable grounds to be expert in relation to the matters upon which he or she is consulted and to be independent of the Company Indemnified Party, and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall not be liable to the Partnership or the Partners for any such Loss and Costs, incurred anything done or suffered by reason of such Indemnified Party’s gross negligence it or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any Loss or Costs incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party them in good faith on behalf of in reliance upon any such opinion, advice, statement or information.‌ 5.5.4. The General Partner shall provide prompt notice to the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect Limited Partners of any Loss or Costs incurred claim for indemnification submitted by such Indemnified Party by reason of such an Indemnified Party’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that no notice is required for the reimbursement of the General Partner, Management Company or any indemnity under of their Affiliates by the Partnership of a Partnership Expense (other than a Partnership Expense described in Section 6.1.1(w)). 5.5.5. For purposes of this Section 22 shall be provided out of and to the extent of Company assets only, and no Member, Manager or Officer shall have personal liability on account thereof. The Company shall advance Costs incurred by or on behalf of an Indemnified Party in connection with any Loss within twenty (20) days after receipt by the Company from the Indemnified Party of a statement requesting such advances from time to time; provided such statement provides reasonable documentary evidence of such Costs and provides a written undertaking by the Indemnified Party to repay any and all advanced Costs in the event such Indemnified Party is ultimately determined to not be entitled to indemnification by the Company.5.5:‌

Exculpation and Indemnification. Neither the Member, Managers nor Officers 9.1 Each party to this Agreement (each an “Indemnified Indemnifying Party”) will defend, indemnify, and hold harmless the other party, its affiliates, employees, officers, agents, and directors (“Indemnified Parties”) from and against claims, actions, investigations, losses, damages, penalties, liabilities, costs, fines, and expenses of any kind whatsoever, including reasonable attorneys’ and experts’ fees and expenses (“Losses”) incurred by, imposed on, or asserted against any Indemnified Party arising from the breach of any of Indemnifying Party’s obligations under this Agreement or the negligence or willful misconduct of the Indemnifying Party (and, in the case of Employer, any Participant); except that, to the extent that such Losses were a consequence of the negligence or willful misconduct by any Indemnified Party, the Indemnifying Party shall have no obligation to indemnify any Indemnified Party. Any indemnification obligation discussed herein is limited to actual damages, reduced by any recovery the Indemnified Party receives from third parties, and does not extend to lost profits, indirect, special, incidental or consequential or punitive damages, whether or not foreseeable and regardless of the form of action in which such a claim may be brought. 9.2 Any party seeking indemnity under this Section 9 shall: (a) promptly after receiving notice of or becoming aware of a Loss for which indemnity may be sought, give the Indemnifying Party prompt written notice thereof, together with any and all documentation received which is related to such Loss; (b) give the Indemnifying Party full control over the defense and settlement of the Loss or related litigation; and (c) 9.3 Employer acknowledges and agrees that HMSC is to provide the Services based exclusively on the terms of this Agreement and the Plan Data provided by the Employer and Participants and that HMSC has no other obligations with respect to the Plan, Employer or Participants. HMSC shall have no duty to verify or investigate whether Plan Data it receives is properly authenticated, accurate and/or complete, and shall not be liable for acting (or failing to act) in accordance with Plan Data provided to it (including, but not limited to, instructions from Employer Contacts and Participants). HMSC shall have no duty to verify or investigate the source of any Plan securities or other property transferred to the custodian pursuant to the Employer’s direction, nor into the authority or right of the transferor of such securities or other property. HMSC shall have no responsibility for determining whether an Employer Contact’s or Participant’s instruction conforms to the terms of the Plan or complies with applicable law. HMSC shall not be liable to Employer or the Company or any other person or entity who has an interest in the Company Other Employer Plan for any loss, damage action which Employer or claim (a “Loss”) (or any expenses or costs associated therewith (“Costs”)) incurred by reason of third party takes with respect to the Other Employer Plan. 9.4 HMSC shall not be liable for any act or omission performed or omitted by such Indemnified Party in good faith on behalf of a third-party service provider to the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this AgreementPlan, except that an Indemnified Party shall as described in Section 1.2. 9.5 Neither party will be liable for any such Loss and Costs, incurred by reason or be deemed in default of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any Loss or Costs incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any Loss or Costs incurred by such Indemnified Party by reason of such Indemnified Party’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity its obligations under this Section 22 shall be provided out of and Agreement to the extent that any delay or failure in performance of Company assets onlythis Agreement results, directly or indirectly, from any cause beyond the reasonable control of a party, including without limitation, acts of nature, acts of civil or military authority or other governmental actions, acts of terrorism, civil or labor disturbances or difficulties, fraud, forgery, malfunction of equipment or software (except where malfunction is primarily attributable to a party’s negligence in maintaining the equipment or software), failure of or the effect of rules or operations of any securities depository or external funds transfer system, quarantines, embargoes, epidemics, war, riots, fires, explosions, earthquakes, floods, unusually severe weather conditions, or interruptions in or unavailability of power or other utilities. Each party is responsible for its own acts and omissions relating to transmitting, receiving, storing, and no Memberhandling documents. Notwithstanding the foregoing, Manager each party, at its own expense, will provide for and maintain equipment, software, services, and testing reasonably necessary to send and receive electronic documents effectively and reliably. 9.6 Nothing in this Section 9 shall limit any rights or Officer shall have personal liability on account thereofremedies that may be available to either party under applicable law. The Company provisions of this Section 9 shall advance Costs incurred by or on behalf survive the termination of an Indemnified Party in connection with any Loss within twenty (20) days after receipt by the Company from the Indemnified Party of a statement requesting such advances from time to time; provided such statement provides reasonable documentary evidence of such Costs and provides a written undertaking by the Indemnified Party to repay any and all advanced Costs in the event such Indemnified Party is ultimately determined to not be entitled to indemnification by the Companythis Agreement.

Exculpation and Indemnification. Neither None of Kohlberg or any of its affiliates (including Kohlberg affiliated funds) or any of their respective principals, officers, directors, stockholders, agents or employees; any direct or indirect general partner, managing member and/or controlling shareholder of any Kohlberg affiliated fund; any persons designated by Kohlberg, any Kohlberg affiliate or any Kohlberg affiliated fund, to serve as a director, officer, board observer, partner, trustee, fiduciary, manager, employee, consultant or advisor, or functional or foreign equivalent of the Memberforegoing, Managers nor Officers to any of the Amendia Companies (each each, an “Indemnified Party”) shall be liable have any liability to the Company or any other person or entity who has an interest in the Company Amendia Companies for any loss, damage or claim (a “Loss”) (or any expenses or costs associated therewith (“Costs”)) incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed services provided pursuant to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such Loss and Costs, incurred by reason of as may result from such Indemnified Party’s gross negligence or willful misconduct. To , provided however that notwithstanding the full extent permitted by applicable law, an foregoing each such Indemnified Party shall be entitled exculpated from liability to indemnification the Amendia Companies to the fullest extent permitted under Delaware law. The Amendia Companies, jointly and severally, hereby agree to indemnify each Indemnified Party from the Company for any Loss and against all losses, liabilities, damages, deficiencies, demands, claims, actions, judgments or Costs causes of action, assessments, costs or expenses (including, without limitation, interest, penalties and reasonable fees, expenses and disbursements of attorneys, experts, personnel and consultants incurred by such Indemnified Party by reason of any act or omission performed or omitted by such the Indemnified Party in good faith any action or proceeding between any of the Amendia Companies and the Indemnified Party or between the Indemnified Party and any third party, or otherwise) based upon, arising out of, or in any way relating to (i) this Agreement, the Acquisition, any transaction to which any of the Amendia Companies is a party, or any other circumstances with respect to the Amendia Companies or (ii) operations of, or services provided by Kohlberg to the Amendia Companies from time to time (including but not limited to any indemnification obligations assumed or incurred by any Indemnified Party to or on behalf of the Company and in a manner reasonably believed to be within the scope Amendia Companies, or any of the authority conferred on such Indemnified Party by this Agreementtheir accountants or other representatives, except that no Indemnified Party shall be entitled to be indemnified in respect of any Loss agents or Costs incurred by such Indemnified Party by reason of such Indemnified Party’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 22 shall be provided out of and to the extent of Company assets only, and no Member, Manager or Officer shall have personal liability on account thereof. The Company shall advance Costs incurred by or on behalf of an Indemnified Party in connection with any Loss within twenty (20) days after receipt by the Company from the Indemnified Party of a statement requesting such advances from time to time; provided such statement provides reasonable documentary evidence of such Costs and provides a written undertaking by the Indemnified Party to repay any and all advanced Costs in the event such Indemnified Party is ultimately determined to not be entitled to indemnification by the Companyaffiliates).

Exculpation and Indemnification. (a) Neither the MemberInvestment Manager nor ------------------------------- any of its partners, Managers nor Officers affiliates, directors, officers, employees, shareholders, members and other agents (each each, an “"Indemnified Party”) "), shall be liable to the Company General Partner, the Fund or any other person or entity who has an interest in to the Company Members for monetary damages for any losslosses, damage claims, damages or claim liabilities (a “Loss”"Damages") (or any expenses or costs associated therewith (“Costs”)) incurred by reason of arising from any act or omission performed or omitted by such Indemnified Party parties arising out of or in good faith on behalf connection with the performance by Investment Manager of its services under this Agreement or the Fund's business or affairs, including, without limitation, all activities of the Company and type or character disclosed in a manner reasonably believed to be within the scope Fund's confidential offering memorandum, as it may have been supplemented or amended, under the captions "Risk Factors," "Conflicts of the authority conferred on Interest" or elsewhere therein (such Indemnified Party disclosure being incorporated herein by this Agreementreference), except to the extent that an Indemnified Party shall be liable for any such Loss and Costs, incurred by reason Damages are primarily attributable to the gross negligence or willful misconduct of such Indemnified Party’s gross negligence or willful misconduct. To . (1) The Fund shall, to the full fullest extent permitted by applicable law, an indemnify, defend and hold harmless the Indemnified Parties against any Damages to which the Indemnified Party shall be entitled may become subject in connection with any matter arising out of or in connection with the performance by Investment Manager of its services under this Agreement or the Fund's business or affairs, except, with respect to indemnification from the Company for any Loss or Costs incurred by such Indemnified Party by reason of to the extent that any act or omission performed or omitted by such Indemnified Party in good faith on behalf of Damages are primarily attributable to the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any Loss or Costs incurred by such Indemnified Party by reason of such Indemnified Party’s gross negligence or willful misconduct of such Indemnified Party. If the Indemnified Party becomes involved in any capacity in any action, proceeding or investigation in connection with any matter arising out of or in connection with the performance by Investment Manager of its services under this Agreement or the Fund's business or affairs, the Fund shall reimburse the Indemnified Party for its reasonable legal and other expenses (including the cost of any investigation and preparation) as they are incurred in connection therewith, provided that the Indemnified Party shall promptly repay to the Fund the amount of any such reimbursed expenses paid to it if it shall ultimately be finally determined that the Indemnified Party was not entitled to be indemnified by the Fund in connection with such action, proceeding or investigation. If for any reason (other than by reason of the exclusions from indemnification hereinabove set forth) the foregoing indemnification is unavailable to the Indemnified Party, or insufficient to hold it harmless, then the Fund shall contribute to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Fund on the one hand and the Indemnified Party on the other hand or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations. (2) The provisions of this Section 3.1(b) shall survive for a period of three years from the date of dissolution of the Fund; provided that if at the end of such period there are any actions, proceedings or investigations then pending, the Indemnified Party shall notify the General Partner and the General Partner shall so notify the Fund and the Partners of the Fund at such time (which notice shall include a brief description of each such action, proceeding or investigation and the liabilities asserted therein) and the provisions of this Section 3.1(b) shall survive with respect to each such acts action, proceeding or omissionsinvestigation set forth in such notice (or any related action, proceeding or investigation based upon the same or similar claim) until the date that such action, proceeding or investigation is finally resolved; and provided, howeverfurther, that any indemnity the obligations of the Fund under this Section 22 3.1(b) shall be provided satisfied solely out of and Fund assets, subject to the extent right of Company assets onlythe liquidator of the Fund to establish reserves, and no Member, Manager pursuant to the Fund Partnership Agreement for contingent obligations under this Section 3.1(b). (c) No member of the General Partner or Officer Partner of the Fund shall have personal liability on account thereof. The Company shall advance Costs incurred by any obligation to the Fund or on behalf any other Partner of the Fund to bring or join in any action in defense of an Indemnified Party pursuant to Section 3.1 (a) or (b). Nothing contained in connection with this Section 3.1 shall be construed as any Loss within twenty (20) days after receipt waiver of insurance claims or recoveries by the Company from the Fund or an Indemnified Party. (d) The remedies of an Indemnified Party of a statement requesting such advances from time to time; provided such statement provides reasonable documentary evidence of such Costs and provides a written undertaking by the Indemnified Party to repay any and all advanced Costs in the event under this Article III shall be non- exclusive and, without duplication, each such Indemnified Party is ultimately determined may pursue any other remedy provided in law or equity. (e) The provisions of this Article III shall inure to not be entitled to indemnification by the Companybenefit of the Indemnified Parties, and any successors, assigns, heirs and personal representatives of such Indemnified Parties.

Exculpation and Indemnification. Neither (a) None of the MemberManager, Managers nor the Members or the Officers (each each, an “Indemnified Party”) shall be liable to the Company or any other person or entity Person who has an interest in the Company for any loss, damage or claim (a “Loss”) (or any expenses or costs associated therewith (“Costs”)) incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such Loss and Costs, incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any Loss or Costs incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any Loss or Costs incurred by such Indemnified Party by reason of such Indemnified Party’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 22 6.05 shall be provided out of and to the extent of Company assets only, and no Manager, Member, Manager or Officer shall have personal liability on account thereof. The Company shall advance Costs incurred by or on behalf of an Indemnified Party in connection with any Loss within twenty (20) days after receipt by the Company from the Indemnified Party of a statement requesting such advances from time to time; provided such statement provides reasonable documentary evidence of such Costs and provides a written undertaking by the Indemnified Party to repay any and all advanced Costs in the event such Indemnified Party is ultimately determined to not be entitled to indemnification by the Company. The Company may enter into agreements with its Officers to provide for indemnification consistent with the terms and conditions set forth in this Section 6.05. (b) The provisions of this Section 6.05 are for the benefit of the Indemnified Parties, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. Any amendment, modification or repeal of this Section 6.05 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the Company’s liability to any Indemnified Party under this Section 6.05 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted,

Exculpation and Indemnification. Section 22(b) through Section 22(o) shall remain in effect until and shall terminate on the sixth (6th) anniversary of this Agreement and are solely for the benefit of the directors, officers, employees and agents of the Company prior to the date hereof. a. Neither the MemberMember nor any of its respective members, Managers nor Officers employees, agents, officers, directors, any of their respective affiliates, consultants, employees or agents or any Officer (each an “Indemnified Party”) shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage damage, claim or claim expense (a “Loss”) (or any expenses or costs associated therewith (“Costs”)including attorneys’ fees) incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such Loss and Costs, incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full fullest extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification and advancement of expenses from the Company for any Loss loss, damage, claim or Costs expense (including attorneys’ fees) incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any Loss or Costs incurred by such Indemnified Party by reason of such Indemnified Party’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 22 22(a) shall be provided out of and to the extent of Company assets only, and no Member, Manager or Officer the Member shall have no personal liability on account thereof. b. To the fullest extent permitted by law as it currently exists and to such greater extent as applicable law hereafter may permit, but subject to the limitations expressly provided in this Agreement, the Company shall indemnify any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization or other enterprise (including an employee benefit plan), association, government agency or political subdivision thereof or other entity (each, a “Person”) who was or is a party or is threatened to be made a party to, or otherwise requires representation of counsel in connection with, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that such Person is or was a director of the Company (“Director”) or officer of the Company prior to the date hereto (a “Previous Officer”), is or was serving as a tax matters partner of the Company or, at the request of the Company, as a director, officer, tax matters partner, employee, partner, manager, fiduciary or trustee of any of the Company or any Subsidiary thereof (“Company Group”) or any other Person (each an “Indemnitee”) or by reason of any action alleged to have been taken or omitted in such capacity, against losses, expenses (including attorneys’ fees), judgments, fines, damages, penalties, interest, liabilities and amounts paid in settlement actually and reasonably incurred by the Person in connection with such action, suit or proceeding if the Person acted in good faith and in a manner the Person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such Person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Person did not act in good faith and in a manner which the Person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Person’s conduct was unlawful. c. To the fullest extent permitted by law, but subject to the limitations expressly provided in this Agreement, the Company shall indemnify any Person who was or is a party or is threatened to be made a party to, or otherwise requires representation of counsel in connection with, any threatened, pending or completed action, suit or proceeding, by or in the right of the Company to procure a judgment in its favor by reason of the fact that such Person was serving as an Indemnitee, or by reason of any action alleged to have been taken or omitted in such capacity, against losses, expenses (including attorneys’ fees), judgments, fines, damages, penalties, interest, liabilities and amounts paid in settlement actually and reasonably incurred by the Person in connection with such action, suit or proceeding if the Person acted in good faith and in a manner the Person reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable to the Company unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. d. To the extent an Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 22(b) or Section 22(c), or in the defense of any claim, issue or matter therein, such Person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such Person in connection therewith. e. Any indemnification under Section 22(b) or Section 22(c) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because the Person has met the applicable standard of conduct set forth in such section. Such determination shall be made, with respect to a Person who is a Director or Previous Officer at the time of such determination, (i) by the Member, (ii) by a committee designated by the Member, or (iii) if the Member so directs, by independent legal counsel in an opinion of Counsel. f. Expenses (including attorneys’ fees) incurred by an Indemnitee in defending any action, suit or proceeding referred to in Section 22(b) or Section 22(c) shall be paid by the Company in advance Costs incurred of the final disposition of such action, suit or proceeding and in advance of any determination that such Indemnitee is not entitled to be indemnified, upon receipt of an undertaking by or on behalf of such Indemnitee to repay such amount if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Person is not entitled to be indemnified by the Company as authorized in Section 22(b) through Section 22(o). g. The indemnification, advancement of expenses and other provisions of Section 22(b) through Section 22(o) shall be in addition to any other rights to which an Indemnified Party Indemnitee may be entitled under any agreement, pursuant to any vote of the Member, as a matter of law or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee. h. The Company may purchase and maintain insurance, on behalf of its Directors and Previous Officers, and such other Persons as the Member shall determine, against any liability that may be asserted against or expense that may be incurred by such Person in connection with the Company’s activities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement. i. For purposes of the definition of Indemnitee in Section 22(b), the Company shall be deemed to have requested a Person to serve as fiduciary of an employee benefit plan whenever the performance by such Person of his duties to the Company also imposes duties on, or otherwise involves services by, such Person to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 22(b); and action taken or omitted by such Person with respect to any Loss within twenty (20employee benefit plan in the performance of such Person’s duties for a purpose reasonably believed by him to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in, or not opposed to, the best interests of the Company. j. Any indemnification pursuant to Section 22(b) days after receipt through Section 22(o) shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification. k. An Indemnitee shall not be denied indemnification in whole or in part under Section 22(b) through Section 22(o) because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. l. If a claim under Section 22(b) through Section 22(o) is not paid in full by the Company from within 60 days after a written claim has been received by the Indemnified Party Company, except in the case of a statement requesting claim for an advancement of expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such advances suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid also the reasonable expenses of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in this Agreement. Neither the failure of the Company (including independent legal counsel or the Member) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in this Agreement, nor an actual determination by the Company (including independent legal counsel or the Member) that the Indemnitee has not met the applicable standard of conduct shall create a presumption that the Indemnitee has not met the applicable standard of conduct, or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such advancement of expenses, under Section 22(b) through Section 22(o) or otherwise shall be on the Company. m. The Company may indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not an action by or in the right of the Company) by reason of the fact that the Person is or was an employee (other than an Officer or Previous Officer) or agent of the Company, or, while serving as an employee (other than an Officer or Previous Officer) or agent of the Company or is or was serving at the request of the Company as a director, officer, employee, partner, fiduciary, trustee or agent of another member of the Company Group or another Person to the extent (i) permitted by the laws of the State of Delaware as from time to time; provided time in effect, and (ii) authorized by the Member. The Company may, to the extent permitted by Delaware law and authorized by the Member, pay expenses (including attorneys’ fees) reasonably incurred by an such statement provides reasonable documentary evidence employee or agent in defending any civil, criminal, administrative or investigative action, suit or proceeding in advance of the final disposition of such Costs action, suit or proceeding, upon such terms and provides conditions as the Member determines. The provisions of this Section 22(m) shall not constitute a written undertaking by contract right for any such employee or agent. n. The indemnification, advancement of expenses and other provisions of Section 22(b) through Section 22(o) are for the Indemnified Party to repay any benefit of the Indemnitees, their heirs, successors, assigns and all advanced Costs in the event such Indemnified Party is ultimately determined to administrators and shall not be entitled deemed to indemnification create any rights for the benefit of any other Persons. o. Except to the extent otherwise provided in Section 22(m), the right to be indemnified and to receive advancement of expenses in Section 22(b) through Section 22(o) shall be a contract right. No amendment, modification or repeal of Section 22(b) through Section 22(o) or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of Section 22(b) through Section 22(o) as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Exculpation and Indemnification. Neither the (a) Each Board Member, Managers nor Officers each other Member and each officer, manager, director or agent of the Company (each each, an “Indemnified Party”"Indemnitee"") shall be liable entitled, to the Company fullest extent permitted or any required by the Delaware Act or other person or entity who has an interest in applicable Law, to be exculpated from, and indemnified by, the Company for against any liability, loss, damage damage, penalty, action, claim, judgment, settlement, cost or claim (a “Loss”) (or any expenses or costs associated therewith (“Costs”)) incurred by reason expense of any act kind or omission performed nature whatsoever (including all reasonab le attorneys' fees, costs and expenses of defense, appeal and settlement of any proceedings instituted against such Indemnitee or omitted by the Company and all costs of investigation in connection therewith) that relates to or arises out of, or is alleged to relate to or a rise out of, any action or inaction on the part of such Indemnified Party Indemnitee acting in good faith its applicable capacity on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except Company; provided that an Indemnified Party shall be liable for any such Loss and Costs, incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party Indemnitee shall be entitled to indemnification from hereunder only to the extent that such Indemnitee's conduct did not constitute fraud, willful misconduct, gross negligence or a breach of this Agreement, any employee policies applicable to su ch Indemnitee or any fiduciary or other duties owed by suc h Indemnitee. The Board of Managers shall cause the Company to advance expenses incurred by such Indemnitee upon the receipt by the Company of a signed statement of such Indemnitee agreeing to reimburse the Company for such advance if it is ultimately determined that such Indemnitee is not entitled to be indemnified by the Company for such expenses and in such case any Loss such Indemnitee shall reimburse the Company for such expenses previously paid to or Costs incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of such Indemnitee. If the Company and in a manner reasonably believed lacks sufficient cash assets to be within indemnify t he Indemnitee, then the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party Indemnitee shall be entitled to reimbursement, with interest at the prime rate, when the Company has cash assets available. (b) The indemnification and advancement of expenses provided by or granted pursuant to this Section 6.03 shall not be indemnified in respect deemed exclusive of any Loss other rights to which those seeking indemnification or Costs incurred by such Indemnified Party by reason advancement of such Indemnified Party’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that expenses may be entitled under any indemnity under this Section 22 shall be provided out of and to the extent of Company assets only, and no Member, Manager or Officer shall have personal liability on account thereof. other agreement. (c) The Company shall advance Costs incurred by or may purchase and maintain insurance on behalf of an Indemnified Party in connection with any Loss within twenty (20) days after receipt by Person that is or was a Member, officer, employee or agent of the Company, or is or was serving at the request of the Company from the Indemnified Party as a Member, officer, employee or agent of a statement requesting another Person, against any liability asserted against him or her and incurred by him or her in any such advances from time to time; provided such statement provides reasonable documentary evidence capacity, or arising out of such Costs and provides a written undertaking by the Indemnified Party to repay any and all advanced Costs in the event such Indemnified Party is ultimately determined to his or her status as such, whether or not he or she would be entitled to indemnity against such liability under the provisions of this Section 6.03. (d) The indemnification by and advancement of expenses provided by, or granted pursuant to, this Section 6.03 shall continue as to a Person that has ceased to be a Member, an officer, manager, director, employee or agent of the Company, or an Affiliate and shall inure to the benefit of the executors and administrators of such a Person.

Exculpation and Indemnification. Neither the Member, Managers nor Officers (each an “Indemnified Party”a) The Member shall not be liable to the Company Issuer, the Co-Issuer, any holder of the Notes, any holder of the Preferred Shares, any holder of ordinary shares of the Issuer or the Collateral Manager (i) for any losses incurred as a result of the actions taken or omitted to be taken by the Member pursuant to the provisions of this Exhibit B-▇ or the Advisory Committee Guidelines, except that the Member may be so liable to the extent such losses are the result of acts or omissions constituting willful misconduct, fraud or gross negligence by the Member in the performance of its obligations hereunder or under the Advisory Committee Guidelines or (ii) for the acts or omissions of any other person or entity who has an interest in member of the Company for Advisory Committee. (b) The Issuer shall indemnify the Member for, and hold the Member harmless against, any loss, damage liability or expense (including without limitation reasonable attorneys’ fees and expenses) incurred arising out of or in connection with the Member’s service as a member of the Advisory Committee, including the costs and expenses of defense against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder (a collectively, “Loss”) (or any expenses or costs associated therewith (“CostsLosses”)) incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such Loss and Costs, incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any Loss or Costs incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any Loss or Costs incurred by such Indemnified Party by reason of such Indemnified Party’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that the Issuer shall not indemnify the Member for any indemnity Losses incurred as a result of acts or omissions constituting willful misconduct, fraud or gross negligence by the Member in the performance of its obligations hereunder or under this Section 22 the Advisory Committee Guidelines. (c) If any action shall be provided out of instituted involving the Member for which indemnification hereunder may be applicable, such Member shall promptly notify the Issuer and the Collateral Manager in writing and the Issuer shall have the right to retain counsel reasonably satisfactory to the extent Issuer and the Collateral Manager to represent the Member and any others the Issuer may designate in such proceeding and shall pay the reasonable fees and disbursements of Company assets onlysuch counsel related to such proceeding. In any such proceeding, and no Member, Manager or Officer the Member shall have personal liability on account thereofthe right to retain individual counsel, but the fees and expenses of such counsel shall be at the expense of the Member unless (i) the Issuer and the Member shall have agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include the Member and the Issuer and representation of all such parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Company It is understood that the Issuer shall advance Costs incurred by or on behalf of an Indemnified Party not, in connection with any Loss within twenty proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (20in addition to any local counsel) days after receipt for the Member and any other members of the Advisory Committee, and that all such reasonable fees and expenses shall be reimbursed as they are incurred. The Issuer shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Issuer agrees, subject to the limitations noted herein, to indemnify the Member from and against any loss or liability by the Company from the Indemnified Party of a statement requesting such advances from time to time; provided such statement provides reasonable documentary evidence reason of such Costs settlement or judgment. The Issuer shall not, without the prior written consent of the Member, effect any settlement of any pending or threatened proceeding in respect of which the Member is or is likely to have been a party, unless such settlement includes an unconditional release of the Member from all liability on claims that are the subject matter of such proceeding. Notwithstanding the foregoing, if any person shall pay the Member any amount of indemnification pursuant to this Paragraph 4, such person shall succeed to the rights of the Issuer, to the exclusion of the Issuer, set forth in this Paragraph 4(c) (including, but not limited to, the right of the Issuer to retain counsel to represent the Member in any related proceeding and provides a written undertaking by the Indemnified Party to repay effect any and all advanced Costs in the event such Indemnified Party is ultimately determined to not be entitled to indemnification by the Companysettlement of any related pending or threatened proceeding).

Exculpation and Indemnification. Neither (a) None of the MemberMembers, Managers nor or Officers (each each, an “Indemnified Party”) shall be liable to the Company or any other person Person or entity who has an interest in the Company for any loss, damage or claim (a “Loss”) (or any expenses or costs associated therewith (“Costs”)) incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such Loss and Costs, Costs incurred by reason of such Indemnified Party’s gross negligence acts or willful misconduct. To the full extent permitted by applicable law, an omissions (i) which are not in good faith or which such Indemnified Party shall did not reasonably believe to be entitled in or to indemnification from not be opposed to the best interests of the Company for any Loss or Costs incurred which involve intentional misconduct or knowing violation of the law or (ii) from which an improper personal benefit shall have been derived by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any Loss or Costs incurred by such Indemnified Party by reason of such Indemnified Party’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 22 6.03 shall be provided out of and to the extent of the Company assets only, and no Member, Manager or Officer shall have personal liability on account thereof. The Company shall advance Costs incurred by or on behalf of an Indemnified Party in connection with any Loss within twenty (20) days after receipt by the Company from the Indemnified Party of a statement requesting such advances from time to time; , provided that such statement provides reasonable documentary evidence of such Costs and provides a written undertaking by the Indemnified Party to repay any and all advanced Costs in the event such Indemnified Party is ultimately determined to not be entitled to indemnification by the Company. The Company may enter into agreements with its Managers to provide for indemnification consistent with the terms and conditions set forth in this Section 6.03. (b) The Company shall have the power to indemnify any Person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, by reason of the fact that such Person was or is a Manager, Officer or employee or agent of the Company, or is or was serving at the request of the Company as a Manager, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person in connection with such action, suit or proceeding to the full extent permitted by law or enter into agreements with any such Person for the purpose of providing for such indemnification. (c) The provisions of this Section 6.03 are for the benefit of the Indemnified Parties, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. Any amendment, modification or repeal of this Section 6.03 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the Company’s liability to any Indemnified Party under this Section 6.03 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Exculpation and Indemnification. Neither the Member, Managers Member nor Officers any Director or Officer (each an “Indemnified Party”) shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim (a “Loss”) (or any expenses or costs associated therewith (“Costs”)) incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such Loss and Costsloss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any Loss loss, damage or Costs claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any Loss loss, damage or Costs claim incurred by such Indemnified Party by reason of such Indemnified Party’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 22 17 shall be provided out of and to the extent of Company assets only, and no Member, Manager or Officer the Member shall have no personal liability on account thereof. The Company Any repeal or modification of this Section 17 shall advance Costs not impair or otherwise affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. This Section 17 shall be liberally construed in favor of indemnification and the payment of expenses incurred by or on behalf of an Indemnified Party in connection with any Loss within twenty (20) days after receipt by action, suit or proceeding, whether civil, criminal, administrative or investigative, in advance of its final disposition. There shall be a rebuttable presumption that a claimant under this Section 17 is entitled to such indemnification and the Company from shall bear the Indemnified Party burden of proving by a statement requesting preponderance of the evidence that such advances from time to time; provided such statement provides reasonable documentary evidence of such Costs and provides a written undertaking by the Indemnified Party to repay any and all advanced Costs in the event such Indemnified Party claimant is ultimately determined to not be so entitled to indemnification by the Companyindemnification.

Exculpation and Indemnification. (a) Neither the MemberInvestment Manager nor any Affiliate or any members, Managers nor Officers associates, directors, officers, employees or agents of the Investment Manager or any Affiliate (each each, an “Indemnified Party” and collectively, the “Indemnified Parties”) shall be liable to the Company or any other person or entity who has an interest in the Company Client for any loss, damage or claim (a “Loss”) (or any expenses or costs associated therewith (“Costs”)) incurred by reason of any act or omission performed based upon honest errors of judgment, negligence or omitted other fault in connection with the business or affairs of the Client, so long as the action or failure to act does not constitute Disabling Conduct (including, without limitation, for the actions of any sub-advisor selected by such the Investment Manager to manage the account containing the Collateral Assets, except where the Indemnified Party acted with Disabling Conduct in good faith on behalf the selection and engagement of such sub-advisor). (b) The Client shall indemnify each Indemnified Party to the fullest extent permitted by Law and to hold each Indemnified Party harmless from and with respect to all (a) fees, costs and expenses (including attorneys’ fees and disbursements) incurred in connection with or resulting from any claim, action or demand against the Indemnified Parties that arise out of or in any way relate to the Client, its properties, business or affairs and (b) any losses or damages resulting from any such claim, action or demand, including amounts paid in settlement or compromise of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreementclaim, action or demand, except that an Indemnified Party this indemnification shall be liable for not apply to any such Loss and Costsfees, incurred by reason costs, expenses, losses or damages (“Losses”) arising out of such an Indemnified Party’s gross negligence or willful misconductDisabling Conduct. To Further, the full extent permitted by applicable law, an Indemnified Party Client’s obligations under this paragraph 12 shall be entitled to indemnification from the Company for any Loss or Costs incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any Loss or Costs incurred by such Indemnified Party by reason of such Indemnified Party’s gross negligence or willful misconduct not apply (x) with respect to such acts or omissions; provided, however, that any indemnity under this Section 22 shall be provided Losses arising out of any unsuccessful claim, action or demand (excluding counterclaims) by any Indemnified Party against the Client, or (y) with respect to Losses arising out of any claim, action or demand arising out of or related to disputes among the Indemnified Parties. The Client shall advance to any Indemnified Party costs and expenses (including attorneys’ fees and disbursements) that are deemed reasonable by the Investment Manager, and that are incurred in connection with any action or proceeding subject to indemnification hereunder, prior to the extent final disposition of Company assets only, and no Member, Manager such action or Officer shall have personal liability on account thereof. The Company shall advance Costs incurred proceeding upon receipt of an undertaking by or on behalf of an Indemnified Party in connection with any Loss within twenty (20) days after receipt by the Company from the Indemnified Party of a statement requesting such advances from time to time; provided such statement provides reasonable documentary evidence of such Costs and provides a written undertaking by the Indemnified Party to repay any and all advanced Costs in the event such amount if it is ultimately determined that such Indemnified Party is ultimately determined not entitled to be indemnified by the Client. U.S. federal securities laws, under certain circumstances, impose liability even on Persons that act in good faith, and the Client is not waiving any rights it may have to the extent that such liability may not be entitled waived, modified or eliminated under applicable Law but shall be construed so as to indemnification effectuate the provisions of this paragraph 12 to the fullest extent permitted by Law. (c) For purposes of this paragraph 12, acts or failures to act undertaken upon the Companyadvice of counsel shall be deemed to be actions in good faith, within the scope of authority and in the best interests of the Client. (d) The obligations of TP Re Bermuda and TP Re USA under this paragraph 12 shall be several and not joint.

Exculpation and Indemnification. Neither the MemberShareholder, Managers any Manager nor Officers any officer of the Company (each each, an “Indemnified Party”) shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim (a “Loss”) (or any expenses or costs associated therewith (“Costs”)) incurred by reason of any act or omission performed or omitted by such the Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such the Indemnified Party by this Agreement, except that an the Indemnified Party shall be liable for any such Loss and Costsloss, damage or claim incurred by reason of such the Indemnified Party’s willful misconduct or gross negligence or willful misconductnegligence. To the full fullest extent permitted by applicable law, an the Indemnified Party shall be entitled to indemnification from the Company for any Loss loss, damage or Costs claim incurred by such the Indemnified Party by reason of any act or omission performed or omitted by such the Indemnified Party in good faith on behalf of the ofthe Company and in a manner reasonably believed to be within the scope of the authority conferred on such the Indemnified Party by this AgreementParty, except that no the Indemnified Party shall not be entitled to be indemnified in respect of any Loss loss, damage or Costs claim incurred by such the Indemnified Party by reason of such Indemnified Party’s willful misconduct or gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 22 Article IV shall be provided out of and to the extent of Company assets only, and no Member, Manager or Officer the Shareholder shall not have personal any liability on account thereof. The Company thereof Notwithstanding anything herein to the contrary, the indemnification afforded herein shall advance Costs incurred by or on behalf be subject to, and no broader than permitted by, the laws of an Indemnified Party in connection with any Loss within twenty (20) days after receipt by the Company from the Indemnified Party of a statement requesting such advances from time to time; provided such statement provides reasonable documentary evidence of such Costs and provides a written undertaking by the Indemnified Party to repay any Delaware and all advanced Costs laws applicable to WPP pic and its subsidiaries, including, without limitation, the Companies ▇▇▇ ▇▇▇▇ of England and Wales and all applicable limitations set forth therein, in the event such Indemnified Party is ultimately determined to not be entitled to indemnification absence ofthe approval ofthe Shareholder. Received by the Company.NSD/FARA Registration Unit 03/02/2021 6:16:32 PM Received by NSD/FARA Registration Unit 03/02/2021 6:16:32 PM

Exculpation and Indemnification. Neither the Member, Managers nor Officers (each an “Indemnified Party”) No Member or officer shall be liable to the Company Company, or any other person or entity who has or had an interest in the Company Company, including the Forming Person (each, an "Indemnified Party"), for any loss, damage or claim (a “Loss”) (or any expenses or costs associated therewith (“Costs”)) incurred by the Company by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such Loss and Costsloss, damage or claim incurred by the Company by reason of such Indemnified Party’s gross negligence 's fraud or willful misconduct. To the full fullest extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any Loss loss, damage or Costs claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of for any Loss such loss, damage or Costs claim incurred by such Indemnified Party by reason of such Indemnified Party’s gross negligence 's fraud or willful misconduct with respect to such acts or omissionsmisconduct; provided, however, that any indemnity or advancement of expenses under this Section 22 20 shall be provided out of and to the extent of Company assets only, and no Member, Manager or Officer Member shall have personal liability on account thereof. The costs and expenses of any Indemnified Party reasonably incurred in defending any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, shall be paid by the Company shall in advance Costs incurred of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of an Indemnified Party in connection with any Loss within twenty (20) days after receipt by the Company from the Indemnified Party of a statement requesting such advances from time to time; provided such statement provides reasonable documentary evidence of such Costs and provides a written undertaking by the Indemnified Party to repay any and all advanced Costs in the event such amount if it shall ultimately be determined that such Indemnified Party is ultimately determined to not be entitled to indemnification be indemnified by the CompanyCompany as authorized by this Section 20.

Exculpation and Indemnification. (a) Neither the MemberInvestment Manager nor any Affiliate or any members, Managers nor Officers associates, directors, officers, employees or agents of the Investment Manager or any Affiliate (each each, an “Indemnified Party” and collectively, the “Indemnified Parties”) shall be liable to the Company or any other person or entity who has an interest in the Company Client for any loss, damage or claim (a “Loss”) (or any expenses or costs associated therewith (“Costs”)) incurred by reason of any act or omission performed based upon honest errors of judgment, negligence or omitted other fault in connection with the business or affairs of the Client, so long as the action or failure to act does not constitute Disabling Conduct (including, without limitation, for the actions of any sub-advisor selected by such the Investment Manager to manage the account containing the Aggregate Assets, except where the Indemnified Party acted with Disabling Conduct in good faith on behalf the selection and engagement of such sub-advisor). (b) The Client shall indemnify each Indemnified Party to the fullest extent permitted by Law and to hold each Indemnified Party harmless from and with respect to all (a) fees, costs and expenses (including attorneys’ fees and disbursements) incurred in connection with or resulting from any claim, action or demand against the Indemnified Parties that arise out of or in any way relate to the Client, its properties, business or affairs and (b) any losses or damages resulting from any such claim, action or demand, including amounts paid in settlement or compromise of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreementclaim, action or demand, except that an Indemnified Party this indemnification shall be liable for not apply to any such Loss and Costsfees, incurred by reason costs, expenses, losses or damages (“Losses”) arising out of such an Indemnified Party’s gross negligence or willful misconductDisabling Conduct. To Further, the full extent permitted by applicable law, an Indemnified Party Client’s obligations under this paragraph 12 shall be entitled to indemnification from the Company for any Loss or Costs incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any Loss or Costs incurred by such Indemnified Party by reason of such Indemnified Party’s gross negligence or willful misconduct not apply (x) with respect to such acts or omissions; provided, however, that any indemnity under this Section 22 shall be provided Losses arising out of any unsuccessful claim, action or demand (excluding counterclaims) by any Indemnified Party against the Client, or (y) with respect to Losses arising out of any claim, action or demand arising out of or related to disputes among the Indemnified Parties. The Client shall advance to any Indemnified Party costs and expenses (including attorneys’ fees and disbursements) that are deemed reasonable by the Investment Manager, and that are incurred in connection with any action or proceeding subject to indemnification hereunder, prior to the extent final disposition of Company assets only, and no Member, Manager such action or Officer shall have personal liability on account thereof. The Company shall advance Costs incurred proceeding upon receipt of an undertaking by or on behalf of an Indemnified Party in connection with any Loss within twenty (20) days after receipt by the Company from the Indemnified Party of a statement requesting such advances from time to time; provided such statement provides reasonable documentary evidence of such Costs and provides a written undertaking by the Indemnified Party to repay any and all advanced Costs in the event such amount if it is ultimately determined that such Indemnified Party is ultimately determined not entitled to be indemnified by the Client. U.S. federal securities laws, under certain circumstances, impose liability even on Persons that act in good faith, and the Client is not waiving any rights it may have to the extent that such liability may not be entitled waived, modified or eliminated under applicable Law but shall be construed so as to indemnification effectuate the provisions of this paragraph 12 to the fullest extent permitted by Law. (c) For purposes of this paragraph12, acts or failures to act undertaken upon the Companyadvice of counsel shall be deemed to be actions in good faith, within the scope of authority and in the best interests of the Client. (d) The obligations of TP Re Bermuda and TP Re USA under this paragraph 12 shall be several and not joint.

Exculpation and Indemnification. Neither (a) None of the Member, Managers nor Officers any trustee or manager of the Member, the Managers, Officers, the Plan Administrator, employees or agents of the Company (each each, an “Indemnified Party”) shall be liable to the Company Company, the Member, any Manager or any other person or entity who has an interest in the Company is a party to or is otherwise bound by this Agreement for any loss, damage or claim (a “Loss”) (or any expenses or costs associated therewith (“Costs”)) incurred Case 17-11375-BLS Doc 2624-1 Filed 04/10/18 Page 15 of 60 by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this AgreementCompany, except that an Indemnified Party shall be liable for any such Loss and Costsloss, damage or claim incurred by reason of such Indemnified Party’s willful misconduct, bad faith, gross negligence or willful misconductfraud. To the full fullest extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any Loss loss, damage or Costs claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this AgreementParty, except that no Indemnified Party shall be entitled to be indemnified in respect of any Loss loss, damage or Costs claim incurred by such Indemnified Party by reason of such Indemnified Party’s 's willful misconduct, bad faith, gross negligence or willful misconduct fraud with respect to such acts or omissions; provided, however, that any indemnity under this Section 22 shall be provided out of and to the extent of Company assets only, and no Member, Manager or Officer Managers, Officers and other Indemnified Parties shall have no personal liability on account thereof. The . (b) To the fullest extent permitted by law, notwithstanding any other provision of this Agreement or any duty otherwise existing at law or in equity, no Indemnified Party shall have (i) any fiduciary duties to the Company, the Member or any other person or entity who is a party to or is otherwise bound by this Agreement, or (ii) except as expressly set forth herein, any other duties to the Company, the Member or any other person or entity who is a party to or is otherwise bound by this Agreement; provided that nothing in this Section 23(b) shall eliminate the implied contractual covenant of good faith and fair dealing. (c) To the fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by an Indemnified Party defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company shall advance Costs incurred prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of an Indemnified Party in connection with any Loss within twenty (20) days after receipt by the Company from the Indemnified Party of a statement requesting such advances from time to time; provided such statement provides reasonable documentary evidence of such Costs and provides a written undertaking by the Indemnified Party to repay any and all advanced Costs in the event such amount if it shall be determined that such Indemnified Party is ultimately determined to not be entitled to indemnification be indemnified as authorized in this Section 23. (d) Notwithstanding the fact that the Member, or any of its affiliates, other than the Company (together, the “Sponsor Parties”), may have concurrent liability to an Indemnified Person with respect to indemnity and/or advancement obligations, the Company and its subsidiaries shall be the indemnitor of first resort (and the liability of any Sponsor Party for such indemnity and/or advancement shall be secondary) and the Company and its subsidiaries shall have no right or claim against any of the Sponsor Parties for contribution or have rights of subrogation against any Sponsor Parties through an Indemnified Person with respect to any indemnity or advancement obligation provided pursuant to this Section 23. In the event that any Sponsor Party pays or advances an Indemnified Person any amount with respect to an indemnity or advancement obligation, the Company will, or will cause its subsidiaries to, as applicable, promptly reimburse such Sponsor Party for such payment or advance upon request. For the avoidance of doubt, any insurance coverage for any indemnity or advancement obligation provided by, obtained by or paid for by the Company or any of its subsidiaries on the one hand and any Sponsor Party on the other hand shall be subject to the same primary and secondary liability hierarchy set forth in this Section 23(d). (e) The Company shall purchase and maintain insurance on behalf of the Indemnified Parties against any liability which may be asserted against, or expense which may be incurred by, any such Person in connection with the business of the Company and the Company’s other activities.

Exculpation and Indemnification. Neither the Member, Managers nor Officers (each an “Indemnified Party”a) No Responsible Party shall be liable to the Company or any other person or entity who has an interest in the Company a Bound Party for any loss, damage or claim (a “Loss”) (or any expenses or costs associated therewith (“Costs”)) incurred by reason of any act or omission performed or omitted by such Indemnified Responsible Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Responsible Party by this Agreement, except that an Indemnified unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Responsible Party shall be liable for any such Loss and Costs, incurred by reason of such Indemnified Party’s gross negligence engaged in intentional fraud or willful misconduct. intentional malfeasance. (b) To the full fullest extent permitted by applicable law, an Indemnified a Responsible Party shall be entitled to indemnification from the Company for any Loss loss, damage or Costs claim incurred by such Indemnified Responsible Party by reason of any act or omission performed or omitted by such Indemnified Responsible Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Responsible Party by this Agreement, except that no Indemnified Responsible Party shall be entitled to be indemnified in respect of any Loss loss, damage or Costs incurred by such Indemnified Party by reason of such Indemnified Party’s gross negligence or claim willful misconduct with respect to such acts or omissions; , provided, however, that any indemnity under this Section 22 18 shall be provided out of and to the extent of Company assets only, and no Member, Manager or Officer the Member shall have no personal liability on account thereof. The . (c) To the fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by a Responsible Party in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company shall advance Costs incurred prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of an Indemnified Party in connection with any Loss within twenty (20) days after receipt by the Company from the Indemnified Party of a statement requesting such advances from time to time; provided such statement provides reasonable documentary evidence of such Costs and provides a written undertaking by the Indemnified Responsible Party to repay any and all advanced Costs in such amount of it shall be determined that the event such Indemnified Responsible Party is ultimately determined to not be entitled to indemnification be indemnified as authorized in this Section 18. (d) A Responsible Party shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by the person or entity as to the matters the Responsible Party reasonably believes are with been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid. (e) The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Responsible Party otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Responsible Party. (f) The foregoing provisions of this Section 18 shall survive any termination of this Agreement.