To the fullest extent permitted by applicable law, the Company shall, and shall cause its controlled Affiliates to, indemnify and hold harmless each of the Covered Persons from and against any and all liabilities, obligations, losses, damages, fines, taxes and interest and penalties thereon (other than taxes based on fees or other compensation received by such Covered Person from the Company), claims, demands, actions, suits, proceedings (whether civil, criminal, administrative, investigative or otherwise), costs, expenses and disbursements (including reasonable and documented legal and accounting fees and expenses, costs of investigation and sums paid in settlement) of any kind or nature whatsoever (collectively, “ Claims and Expenses ”) which may be imposed on, incurred by or asserted at any time against such Covered Person in connection with the business or affairs of the Company or its controlled Affiliates or the activities of such Covered Person on behalf of the Company; provided, that a Covered Person shall not be entitled to indemnification hereunder against Claims and Expenses that are finally determined by a court of competent jurisdiction to have resulted from such Covered Person’s Disabling Conduct; provided, further, that indemnification hereunder and the advancement of expenses under Section 8.4 shall be recoverable only from the assets of the Company and its subsidiaries or proceeds of insurance, if any, and not from assets of the Members.  The Company shall cause its material subsidiaries (as reasonably determined by the Board) to execute a joinder agreeing to assume responsibility for their respective obligations pursuant to this Section 8.4 and Section 8.5.