NOW, THEREFORE, in consideration of Indemnitee’s service or continued service to the Companiesand/or the Controlled Entities and the covenants and agreements set forth below, and for other goodand valuable consideration, the receipt and adequacy of which are hereby acknowledged, the partieshereto, intending to be legally bound, hereby agree as follows.**Section 1.****Indemnification**.To the fullest extent permitted by the DGCL:(a) The Companies, jointly and severally, shall indemnify Indemnitee if Indemnitee was or ismade or is threatened to be made a party to, or is otherwise involved in, as a witness orotherwise, any threatened, pending or completed Action, Suit or Proceeding (brought in the right ofany of the Companies or otherwise), whether civil, criminal, administrative or investigative andwhether formal or informal, including appeals.(b) The indemnification provided by this Section 1 shall be from and against all lossand liability suffered and Expenses (including attorneys’ fees), Judgments, Fines and Amounts Paidin Settlement actually and reasonably incurred by or on behalf of Indemnitee in connection withsuch Action, Suit or Proceeding, including any appeals.**Section 2.****Payment of Expenses**. To the fullest extent permitted by the DGCL,Expenses (including attorneys’ fees) incurred by Indemnitee in appearing at, participating in ordefending any Action, Suit or Proceeding or in connection with an enforcement action ascontemplated by Section 3(d), shall be paid, jointly and severally, by the Companies inadvance of the final disposition of such Action, Suit or Proceeding or such enforcement actionwithin 15 days after receipt by the Companies of a statement or statements from Indemniteerequesting such advance or advances from time to time. The Indemnitee hereby undertakes to repayany amounts advanced (without interest) to the extent that it is ultimately determined thatIndemnitee is not entitled under this Agreement to be indemnified by the Companies in respect ofsuch Action, Suit or Proceeding or such enforcement action as contemplated by Section 3(d).No other form of undertaking shall be required of Indemnitee other than the execution of thisAgreement. This Section 2 shall be subject to Section 3(b) and shall not apply toany claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a).**Section 3.****Procedure for Indemnification; Notification and Defense of Claim**.(a) Promptly after receipt by Indemnitee of notice of the commencement of any Action, Suit orProceeding, Indemnitee shall, if a claim in respect thereof is to be made or could be made againstthe Companies hereunder, notify the Companies in writing of the commencement thereof. The failureto promptly notify the Companies of the commencement of the Action, Suit or Proceeding, or ofIndemnitee’s request for indemnification, will not relieve the Companies from any liability thatthey may have to Indemnitee hereunder, except to the extent the Companies are actually andmaterially prejudiced (through the forfeiture of substantive rights or defenses) in their defenseof such Action, Suit or Proceeding as a result of such failure. To obtain indemnification underthis Agreement, Indemnitee shall submit to the Companies a written request therefor including suchdocumentation and information as isreasonably available to Indemnitee and is reasonably necessary to enable the Companies todetermine whether and to what extent Indemnitee is entitled to indemnification. In addition,Indemnitee shall reasonably cooperate with the Companies and shall give the Companies suchadditional information as the Companies may reasonably require.
 
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(b) With respect to any Action, Suit or Proceeding of which the Companies are so notified asprovided in this Agreement, the Companies shall, subject to the last two sentences of thisparagraph and subject to the Companies’ prior determination pursuant to Section 3(c) togrant Indemnitee’s indemnification request with respect to such Action, Suit or Proceeding, beentitled to assume the defense of such Action, Suit or Proceeding, with counsel reasonablyacceptable to Indemnitee (which acceptance shall not be unreasonably withheld or delayed), upon thedelivery to Indemnitee of written notice of its election to do so. After delivery of such notice,approval of such counsel by Indemnitee and the retention of such counsel by the Companies, theCompanies will not be liable to Indemnitee under this Agreement for any subsequently-incurred feesof separate counsel engaged by or on behalf of Indemnitee with respect to the same Action, Suit orProceeding unless the Companies do not continue to retain such counsel to defend such Action, Suitor Proceeding. Notwithstanding the foregoing, if Indemnitee, based on the advice of his or hercounsel, shall have reasonably concluded (with written notice being given to the Companies settingforth the basis for such conclusion) that, in the conduct of any such defense, there is or isreasonably likely to be a conflict of interest or position between any of the Companies andIndemnitee with respect to a significant issue, then the Companies will not be entitled, withoutthe written consent of Indemnitee, to assume such defense. In addition, the Companies will not beentitled, without the written consent of Indemnitee, to assume the defense of any claim brought byor in the right of any of the Companies.(c) The determination whether to grant Indemnitee’s indemnification request shall be madepromptly and in any event within 30 days following the Companies’ receipt of a request forindemnification in accordance with Section 3(a). If the Companies determine thatIndemnitee is entitled to such indemnification, the Companies will make payment to Indemnitee ofthe indemnifiable amount within such 30 day period. If the Companies’ determination of whether togrant Indemnitee’s indemnification request shall not have been made within such 30 day period, therequisite determination of entitlement to indemnification shall, subject to Section 6,nonetheless be deemed to have been made and Indemnitee shall be entitled to such indemnification,absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material factnecessary to make Indemnitee’s statement not materially misleading, in connection with the requestfor indemnification, or (ii) a prohibition of such indemnification under the DGCL.(d) In the event that (i) the Companies determine in accordance with this Section 3that Indemnitee is not entitled to indemnification under this Agreement, (ii) the Companies deny arequest for indemnification, in whole or in part, or fails to respond or make a determination ofentitlement to indemnification within 30 days following receipt of a request for indemnification asdescribed above, (iii) payment of indemnification is not made within such 30 day period, (iv)advancement of Expenses is not timely made in accordance with Section 2, or (v) any of theCompanies or any other person takes or threatens to take any action to declare this Agreement voidor unenforceable, or institutes any litigation or other action or proceedingdesigned to deny, or to recover from, the Indemnitee the benefits provided or intended to beprovided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication in any court ofcompetent jurisdiction of his or her entitlement to such indemnification or advancement ofExpenses. To the extent not already advanced pursuant to Section 2, Indemnitee’s Expenses(including attorneys’ fees) incurred in connection with successfully establishing Indemnitee’sright to indemnification or advancement of Expenses, in whole or in part, in any such proceeding orotherwise shall also be indemnified, jointly and severally, by the Companies; provided thatto the extent Indemnitee is successful in part and unsuccessful in part in establishingIndemnitee’s right to indemnification or advancement of Expenses hereunder, Indemnitee shall beentitled to partial indemnification of Expenses in accordance with Section 20.
 
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(e) Indemnitee shall be presumed to be entitled to indemnification and advancement of Expensesunder this Agreement upon submission of a request therefor in accordance with Section 2 orSection 3 of this Agreement, as the case may be. The Companies shall have the burden ofproof in overcoming such presumption, and such presumption shall be used as a basis for adetermination of entitlement to indemnification and advancement of Expenses unless the Companiesovercome such presumption by clear and convincing evidence. Neither the failure of the Companiesto have made a determination prior to the commencement of any action pursuant to this Agreementthat indemnification is proper in the circumstances because Indemnitee has met the applicablestandard of conduct, nor an actual determination by the Companies that Indemnitee has not met suchapplicable standard of conduct, shall be a defense to the action or create a presumption thatIndemnitee has not met the applicable standard of conduct.**Section 4.****Insurance and Subrogation**.(a) To the extent the Companies maintain a policy or policies of insurance providingdirectors’ and officers’ liability insurance, Indemnitee shall be covered by such policy orpolicies, in accordance with its or their terms, to the maximum extent of the coverage provided toany other director or officer of the Companies. If, at the time the Companies receive fromIndemnitee any notice of the commencement of an Action, Suit or Proceeding, the Companies have suchinsurance in effect which would reasonably be expected to cover such Action, Suit or Proceeding,the Companies shall give prompt notice of the commencement of such Action, Suit or Proceeding tothe insurers in accordance with the procedures set forth in such policy or policies. The Companiesshall thereafter take all necessary or reasonably desirable action to cause such insurers to pay,on behalf of Indemnitee, all amounts payable as a result of such Action, Suit or Proceeding inaccordance with the terms of such policy or policies.(b) Subject to Section 9(b), in the event of any payment by the Companies under thisAgreement, the Companies shall be subrogated to the extent of such payment to all of the rights ofrecovery of Indemnitee with respect to any insurance policy. Indemnitee shall execute all papersrequired and take all action necessary to secure such rights, including execution of such documentsas are necessary to enable the Companies to effectively bring suit to enforce such rights inaccordance with the terms of such insurance policy. The Companies, jointly and severally, shallpay or reimburse all Expenses actually and reasonably incurred by Indemnitee in connection withsuch subrogation.
 
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(c) Subject to Section 9(b), the Companies shall not be liable under this Agreement tomake any payment of amounts otherwise indemnifiable hereunder (including, but not limited to,Judgments, Fines and Amounts Paid in Settlement, and ERISA excise taxes or penalties) if and to theextent that Indemnitee has otherwise actually received such payment under this Agreement or anyinsurance policy, contract, agreement or otherwise.**Section 5.****Certain Definitions**. For purposes of this Agreement, the followingdefinitions shall apply:(a) The term “Action, Suit or Proceeding” shall be broadly construed and shallinclude, without limitation, the investigation, preparation, prosecution, defense, settlement,arbitration and appeal of, and the giving of testimony in, any threatened, pending or completedclaim, action, suit, arbitration, investigation, inquiry, alternative dispute mechanism orproceeding, whether civil (including intentional and unintentional tort claims), criminal,administrative or investigative, in each case, by reason of the service of Indemnitee as a directorand/or officer of any of the Companies and/or in other Indemnifiable Positions of the ControlledEntities, or by reason of any action alleged to have been taken or omitted in any such capacity.(b) The term “Expenses” shall include all out-of-pocket costs of any type or naturewhatsoever (including, without limitation, all attorneys’ fees and related disbursements), in eachcase, actually and reasonably incurred by or on behalf of Indemnitee in connection with either theinvestigation, defense or appeal of an Action, Suit or Proceeding or establishing or enforcing aright to indemnification under this Agreement or otherwise incurred in connection with a claim thatis indemnifiable hereunder.(c) The term “Judgments, Fines and Amounts Paid in Settlement” shall be broadlyconstrued and shall include, without limitation, all direct and indirect payments of any type ornature whatsoever, as well as any penalties or excise taxes assessed on a person with respect to anemployee benefit plan.**Section 6.****Limitation on Indemnification**. Notwithstanding any other provision hereinto the contrary, the Companies shall not be obligated pursuant to this Agreement:(a) Claims Initiated by Indemnitee. To indemnify or advance Expenses to Indemniteewith respect to any threatened, pending or completed claim, action, suit, arbitration,investigation, inquiry, alternative dispute mechanism or proceeding, whether civil (includingintentional and unintentional tort claims), criminal, administrative or investigative, howeverdenominated, initiated or brought voluntarily by Indemnitee whether by way of defense, counterclaimor cross claim or otherwise, other than (i) an action brought to establish or enforce a right toindemnification or advancement of Expenses under this Agreement (which shall be governed by theprovisions of Section 6(b) of this Agreement), (ii) a claim, action, suit, arbitration,investigation, inquiry, alternative dispute mechanism or proceeding that was authorized orconsented to by the Boards of Directors of the Companies, it being understood and agreed that suchauthorization or consent shall not be unreasonably withheld in connection with any compulsorycounterclaim brought by Indemnitee in response to an Action, Suit or Proceeding otherwiseindemnifiable under this Agreement or (iii) as otherwise required under the DGCL.
 
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(b) Action for Indemnification. To indemnify Indemnitee for any Expenses incurred byIndemnitee with respect to an action instituted by Indemnitee to enforce or interpret thisAgreement if Indemnitee is not successful in such enforcement action in establishing Indemnitee’sright, in whole or in part, to indemnification or advancement of Expenses hereunder;provided that to the extent Indemnitee is successful in part and unsuccessful in part inestablishing Indemnitee’s right to indemnification or advancement of Expenses hereunder, Indemniteeshall be entitled to partial indemnification of Expenses in accordance with Section 20.(c) Section 16(b) Matters. To indemnify Indemnitee on account of any Action, Suit orProceeding in which judgment is rendered against Indemnitee for disgorgement of profits made fromthe purchase or sale by Indemnitee of securities of any of the Companies pursuant to the provisionsof Section 16(b) of the Securities Exchange Act of 1934, as amended.(d) Fraud or Willful Misconduct. To indemnify Indemnitee on account of conduct byIndemnitee where such conduct has been determined (which determination has not been reversed oroverturned on appeal) to have been knowingly fraudulent or constitute willful misconduct by ajudgment or other adjudication of a court or arbitration or administrative body of competentjurisdiction; provided, however, that Indemnitee shall be entitled toindemnification from the Companies pursuant to this Agreement pending the outcome of an appeal ofany such judgment or other adjudication if Indemnitee posts a cost bond, supersedeas bond or anyother appeal bond or its equivalent that is reasonably satisfactory to the Companies atIndemnitee’s sole cost and expense, including any premium, security for and other costs relatingthereto.(e) Prohibited by Law. To indemnify Indemnitee in any circumstance where suchindemnification has been determined to be prohibited by law by a final (not interlocutory) judgmentor other adjudication of a court or arbitration or administrative body of competent jurisdiction asto which there is no further right or option of appeal or the time within which an appeal must befiled has expired without such filing.(f) Unauthorized Settlement. To indemnify Indemnitee for any amounts paid insettlement of any Action, Suit or Proceeding without the Companies’ prior written consent. TheCompanies will not unreasonably withhold or delay their consent to any proposed settlement.**Section 7.****Certain Settlement Provisions**. The Companies shall be permitted to settleany Action, Suit or Proceeding, except that it shall not settle any Action, Suit or Proceeding inany manner that would impose any penalty (unless the only penalty imposed is a monetary amount thatwill be paid in full by the Companies (or its insurers)) or limitations or constitute any admissionof wrongdoing or which may compromise, or may adversely affect, the defense of the Indemnitee inany other Action, Suit or Proceeding, whether civil or criminal, without Indemnitee’s prior writtenconsent. Indemnitee will not unreasonably withhold or delay his or her consent to any proposedsettlement.
 
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**Section 8.****Savings Clause**. If any provision or provisions (or portion thereof) ofthis Agreement shall be invalidated on any ground by any court of competent jurisdiction, then theCompanies shall nevertheless indemnify Indemnitee if Indemnitee was or is made or isthreatened to be made a party or is otherwise involved in any threatened, pending or completedAction, Suit or Proceeding (brought in the right of any of the Companies or otherwise), whethercivil, criminal, administrative or investigative and whether formal or informal, including appeals,from and against all loss and liability suffered and Expenses (including attorneys’ fees),Judgments, Fines and Amounts Paid in Settlement actually and reasonably incurred by or on behalf ofIndemnitee in connection with such Action, Suit or Proceeding, including any appeals, to thefullest extent permitted by any applicable portion of this Agreement that shall not have beeninvalidated.**Section 9.****Contribution/Jointly Indemnifiable Claims**.(a) In order to provide for just and equitable contribution in circumstances in which theindemnification provided for herein is held by a court of competent jurisdiction to be unavailableto Indemnitee in whole or in part, it is agreed that, in such event, the Companies shall, jointlyand severally, to the fullest extent permitted by law, contribute to the payment of all ofIndemnitee’s loss and liability suffered and Expenses (including attorneys’ fees), Judgments, Finesand Amounts Paid in Settlement actually and reasonably incurred by or on behalf of Indemnitee inconnection with any Action, Suit or Proceeding, including any appeals, in an amount that is justand equitable in the circumstances; provided, that, without limiting the generality of theforegoing, such contribution shall not be required where such holding by the court is due to anylimitation on indemnification set forth in Section 4(c), 6 or 7 hereof.(b) Given that certain Jointly Indemnifiable Claims may arise by reason of the service ofIndemnitee as a director of the Companies and/or in other Indemnifiable Positions of the ControlledEntities, or by reason of any action alleged to have been taken or omitted in any such capacity,the Companies acknowledge and agree that the Companies shall, jointly and severally, and to theextent applicable shall cause the Controlled Entities to, be fully and primarily responsible forthe payment to the Indemnitee in respect of indemnification or advancement of Expenses inconnection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with (asapplicable) the terms of (i) the DGCL, (ii) the LLC Act, (iii) the Charters, (iv) the Bylaws, (v)the LLC Agreement, (vi) the Stockholders Agreement, (vii) this Agreement, (viii) any otheragreement between any of the Companies or any Controlled Entity and the Indemnitee pursuant towhich the Indemnitee is indemnified, (ix) the laws of the jurisdiction of incorporation ororganization of any Controlled Entity and/or (x) the certificate of incorporation, certificate oforganization, bylaws, partnership agreement, operating agreement, certificate of formation,certificate of limited partnership or other organizational or governing documents of any ControlledEntity ((i) through (x) collectively, the “Indemnification Sources”), irrespective of anyright of recovery the Indemnitee may have from the Indemnitee-Related Entities. Under nocircumstance shall the Companies or any Controlled Entity be entitled to any right of subrogationor contribution by the Indemnitee-Related Entities and no right of advancement or recovery theIndemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rightsof the Indemnitee or the obligations of the Companies or any Controlled Entity under theIndemnification Sources. In the event that any of the Indemnitee-Related Entities shall make anypayment to the Indemnitee in respect of indemnification or advancement of Expenses with respect toany Jointly Indemnifiable Claim,
 
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(i) the Companies, jointly and severally, shall, and to the extentapplicable shall cause the Controlled Entities to, reimburse the Indemnitee-Related Entity making such payment to the extent of such paymentpromptly upon written demand from such Indemnitee-Related Entity, (ii) to the extent not previouslyand fully reimbursed by the Companies and/or any Controlled Entity pursuant to clause (i), theIndemnitee-Related Entity making such payment shall be subrogated to the extent of the outstandingbalance of such payment to all of the rights of recovery of the Indemnitee against the Companiesand/or any Controlled Entity, as applicable, and (iii) Indemnitee shall execute all papersreasonably required and shall do all things that may be reasonably necessary to secure such rights,including the execution of such documents as may be necessary to enable the Indemnitee-RelatedEntities effectively to bring suit to enforce such rights. The Companies and Indemnitee agree thateach of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to thisSection 9(b), entitled to enforce this Section 9(b) as though each suchIndemnitee-Related Entity were a party to this Agreement. The Companies shall cause each of theControlled Entities to perform the terms and obligations of this Section 9(b) as thougheach such Controlled Entity was one of the “Companies” under this Agreement. For purposes of thisSection 9(b), the following terms shall have the following meanings:(i) The term “Indemnitee-Related Entities” means any corporation, limitedliability company, partnership, joint venture, trust, employee benefit plan or otherenterprise (other than the Companies, any Controlled Entity or the insurer under andpursuant to an insurance policy of the Companies or any Controlled Entity) from whom anIndemnitee may be entitled to indemnification or advancement of Expenses with respect towhich, in whole or in part, the Companies or any Controlled Entity may also have anindemnification or advancement obligation.(ii) The term “Jointly Indemnifiable Claims” shall be broadly construed andshall include, without limitation, any Action, Suit or Proceeding for which the Indemniteeshall be entitled to indemnification or advancement of Expenses from both (i) any of theCompanies and/or any Controlled Entity pursuant to the Indemnification Sources, on the onehand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between anyIndemnitee-Related Entity and the Indemnitee pursuant to which the Indemnitee isindemnified, the laws of the jurisdiction of incorporation or organization of anyIndemnitee-Related Entity and/or the certificate of incorporation, certificate oforganization, bylaws, partnership agreement, operating agreement, certificate of formation,certificate of limited partnership or other organizational or governing documents of anyIndemnitee-Related Entity, on the other hand.]1**Section 10.****Form and Delivery of Communications**. All notices, requests, demands andother communications under this Agreement shall be in writing and shall be deemed to have been dulygiven if (a) delivered by hand, upon receipt by the party to whom said notice or othercommunication shall have been directed, (b) mailed by certified or registered mail with postageprepaid, on the third business day after the date on which it is so mailed, (c) mailed by reputableovernight courier, one day after deposit with such courier and with written verification of receiptor (d) sent by email or facsimile transmission, with receipt of oral confirmation that suchtransmission has been received. Addresses for notice to either party are shown on thesignature page of this Agreement, or as subsequently modified by written notice. 1 Included in agreements for non-employee directors only.
 
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**Section 11.****Nonexclusivity**. The provisions for indemnification and advancement ofExpenses set forth in this Agreement shall not be deemed exclusive of any other rights whichIndemnitee may have under any provision of law, in any court in which a proceeding is brought,other agreements or otherwise, and Indemnitee’s rights hereunder shall inure to the benefit of theheirs, executors and administrators of Indemnitee. No amendment or alteration of the Charters orBylaws or the Stockholders Agreement or any other agreement shall adversely affect the rightsprovided to Indemnitee under this Agreement.**Section 12.****No Construction as Employment Agreement; Duration of Agreement**. Nothingcontained herein shall be construed as giving Indemnitee any right to be retained as a directorand/or officer of any of the Companies or in other Indemnifiable Positions of the ControlledEntities or in the employ of any of the Companies or any of the Controlled Entities. For theavoidance of doubt, the indemnification and advancement of Expenses provided under this Agreementshall continue as to the Indemnitee even though he may have ceased to be a director and/or officerof the Companies and/or in other Indemnifiable Positions of the Controlled Entities.**Section 13.****Interpretation of Agreement**. It is understood that the parties heretointend this Agreement to be interpreted and enforced so as to provide indemnification to Indemniteeto the fullest extent now or hereafter permitted by the DGCL or the LLC Act, as applicable,notwithstanding that such indemnification may not be specifically authorized by the Charters,Bylaws or LLC Agreement, as applicable, or by statute as of the date hereof. In the event of anychange after the date of this Agreement in any applicable law, statute or rule which expands theright of a Delaware corporation or limited liability company to indemnify a member of its board ofdirectors or an officer, employee, consultant, fiduciary or agent, it is the intent of the partieshereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change.In the event of any change in any applicable law, statute or rule which narrows the right of aDelaware corporation or limited liability company to indemnify a member of its board of directorsor an officer, employee, consultant, fiduciary or agent, such change, to the extent not otherwiserequired by such law, statute or rule to be applied to this Agreement, shall have no effect on thisAgreement or the parties’ rights and obligations hereunder.**Section 14.****Entire Agreement**. Without limiting any of the rights of Indemnitee underany of the Indemnification Sources, this Agreement and the documents expressly referred to hereinconstitute the entire agreement between the parties hereto with respect to the matters coveredhereby, and any other prior or contemporaneous oral or written understandings or agreements withrespect to the matters covered hereby are expressly superseded by this Agreement.**Section 15.****Modification and Waiver**. No supplement, modification, waiver oramendment of this Agreement shall be binding unless executed in writing by both the Companies andthe Indemnitee. No waiver of any of the provisions of this Agreement shall be deemed or shallconstitute a waiver of any other provision hereof (whether or not similar) nor shall suchwaiver constitute a continuing waiver. For the avoidance of doubt, this Agreement may not beterminated by the Companies without Indemnitee’s prior written consent.
 
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**Section 16.****Successor and Assigns**. All of the terms and provisions of this Agreementshall be binding upon, shall inure to the benefit of and shall be enforceable by the parties heretoand their respective successors, assigns, spouses, heirs, executors, administrators and legalrepresentatives. The Companies shall require and cause any direct or indirect successor (whetherby purchase, merger, consolidation or otherwise) to all or substantially all of the business orassets of any of the Companies, by written agreement in form and substance reasonably satisfactoryto Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and tothe same extent that the Companies would be required to perform if no such succession had takenplace.**Section 17.****Service of Process and Venue**. The Companies and Indemnitee herebyirrevocably and unconditionally (i) agree that any action or proceeding arising out of or inconnection with this Agreement shall be brought only in the Chancery Court of the State of Delaware(the “Delaware Court”), and not in any other state or federal court in the United States ofAmerica or any court in any other country, (ii) consent to submit to the exclusive jurisdiction ofthe Delaware Court for purposes of any action or proceeding arising out of or in connection withthis Agreement, (iii) waive any objection to the laying of venue of any such action or proceedingin the Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that any suchaction or proceeding brought in the Delaware Court has been brought in an improper or inconvenientforum.**Section 18.****Governing Law**. This Agreement shall be governed by and construed inaccordance with the laws of the State of Delaware. If a court of competent jurisdiction shall makea final determination that the provisions of the law of any state other than Delaware governindemnification by the Companies of Indemnitee, then the indemnification provided under thisAgreement shall in all instances be enforceable to the fullest extent permitted under such law,notwithstanding any provision of this Agreement to the contrary.**Section 19.****Injunctive Relief**. The parties hereto agree that each party hereto mayenforce this Agreement by seeking specific performance hereof, without any necessity of showingirreparable harm or posting a bond, which requirements are hereby waived, and that by seekingspecific performance, Indemnitee shall not be precluded from seeking or obtaining any other reliefto which he or she may be entitled.**Section 20.****Partial Indemnification**. If Indemnitee is entitled under any provisionof this Agreement to indemnification by the Companies for some or a portion of loss and liabilitysuffered and Expenses (including attorneys’ fees), Judgments, Fines and Amounts Paid in Settlementactually and reasonably incurred by or on behalf of Indemnitee in connection with an Action, Suitor Proceeding, including any appeals, but not, however, for the total amount thereof, the Companiesshall nevertheless indemnify Indemnitee for the portion of such amounts otherwise payablehereunder.
 
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**Section 21.****Mutual Acknowledgement**. Both the Companies and Indemnitee acknowledgethat in certain instances, federal law or applicable public policy may prohibit theCompanies from indemnifying their directors, officers, employees, consultants, fiduciaries oragents under this Agreement or otherwise. Indemnitee understands and acknowledges that theCompanies may be required to submit the question of indemnification to a court in certaincircumstances for a determination of the Companies’ right, under public policy, to indemnifyIndemnitee.**Section 22.****Counterparts**. This Agreement may be executed in two or morecounterparts, each of which shall be deemed to be an original and all of which together shall bedeemed to be one and the same instrument, notwithstanding that both parties are not signatories tothe original or same counterpart.**Section 23.****Headings**. The section and subsection headings contained in thisAgreement are for reference purposes only and shall not affect in any way the meaning orinterpretation of this Agreement.
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This Indemnification Agreement has been duly executed and delivered to be effective as of thedate stated above.           AMH INVESTMENT HOLDINGS CORP.    AMH INTERMEDIATE HOLDINGS CORP.    ASSOCIATED MATERIALS, LLC             By:                 Name: Stephen E. Graham      Title: Vice President — ChiefFinancial Officer,         Treasurer and Secretary             Address: 3773 State Road        Cuyahoga Falls, Ohio 44223    Attention: Stephen E. Graham    Facsimile:               INDEMNITEE                           Name:      Address:               Facsimile:    [Signature Page to Indemnification Agreement]