Except as limited by applicable Law and subject to the provisions of this Section 8.01 , the Managers of the Company, and the directors or managers of each Subsidiary thereof (each an “ Indemnitee ”), shall not be liable for, and shall be indemnified and held harmless by the Company against, any losses, liabilities and reasonable expenses (including attorneys’ fee) (each, a “ Loss ”), arising from proceedings in which such Indemnitee may be involved, as a party or otherwise, by reason of he or she being a Manager of the Company, or director or manager of any Subsidiary thereof, or by reason of his or her involvement in the management of the affairs of the Company or its Subsidiaries, whether or not he or she continues to be such at the time any such Loss is paid or incurred.  Notwithstanding the foregoing, an Indemnitee shall not be held harmless or indemnified under this Section 8.01 for any Losses arising out of the fraud, intentional misconduct, or knowing or reckless breach of Indemnitee’s obligations under this Agreement, or bad faith of such Indemnitee.  The rights of indemnification provided in this Section 8.01 are in addition to any rights to which an Indemnitee may otherwise be entitled by contract or as a matter of Law.  Without limiting the foregoing, an Indemnitee shall be entitled to indemnification by the Company against reasonable expenses (as incurred), including attorneys’ fees, incurred by the Indemnitee in connection with the defense of any action to which the Indemnitee may be made a party (without regard to the success of such defense), to the fullest extent permitted under the provisions of the DGCL or any other applicable statute.