Common use of Indemnification Clause in Contracts

Indemnification. (a) To the fullest extent permitted by law, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligations, penalties, settlements and reasonable expenses (including legal fees) arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, by reason of its status as (i) a Member of the Company or (ii) an officer, director, employee or agent of the Company or the Member or an affiliate thereof, regardless of whether the Indemnitee continues to be a Member or an officer, director, employee or agent of the Member or an affiliate thereof at the time any such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconduct. (b) The Company may purchase and maintain insurance on behalf of such persons as the Member shall determine, including any officers, against any liability that may be asserted against or expense that may be incurred by such person in connection with the Company’s activities, regardless of whether the Company would have the power to indemnify such person against such liability under the provisions of this Agreement. (c) Expenses incurred by any Indemnitee in defending any claim with respect to which such Indemnitee may be entitled to indemnification by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a). (d) The indemnification provided in this Section 17 is for the benefit of the Indemnitees and shall not be deemed to create any right to indemnification for any other persons.

Indemnification. (a) To the fullest extent permitted by lawlaw but subject to the limitations expressly provided in this Agreement, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof each Indemnitee (individually, an “Indemnitee”as defined below) shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligationsjoint or several, penalties, settlements and reasonable expenses (including legal fees) fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which the such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee; provided, that the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 17, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or gross negligence or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful; any indemnification pursuant to this Section 17 shall be made only out of the assets of the Company, it being agreed that no Member shall (i) a Member of the Company be personally liable for such indemnification or (ii) an officer, director, employee have any obligation to contribute or agent of loan any monies or property to the Company or the Member or an affiliate thereof, regardless of whether the Indemnitee continues to be a Member or an officer, director, employee or agent of the Member or an affiliate thereof at the time any enable it to effectuate such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductindemnification. (b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 17(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 17. (c) The indemnification provided by this Section 17 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the Members, 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. (d) The Company may purchase and maintain insurance (or reimburse Shipping Master or its Affiliates for the cost of) insurance, on behalf of the Company Board, its Affiliates and such persons other Persons as the Member Company Board shall determine, including any officers, against any liability that may be asserted against or expense that may be incurred by such person Person in connection with the Company’s activitiesactivities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such person Person against such liability under the provisions of this Agreement. (ce) Expenses incurred For purposes of this Section 17, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it 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 17(a); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is in, or not opposed to, the best interests of the Company. (f) In no event may an Indemnitee subject the Members to personal liability by reason of the indemnification provisions set forth in defending any claim this Agreement. (g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 17 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction was otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition terms of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)this Agreement. (dh) The indemnification provided in provisions of this Section 17 is are for the benefit of the Indemnitees Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. (i) No amendment, modification or repeal of this Section 17 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 this Section 17 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. (j) If this Section 17 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each Person indemnified pursuant to this Section 17 as to costs, charges and expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any proceeding, appeal, inquiry or investigation to the full extent permitted by any applicable portion of this Section 17 that shall not have been invalidated and to the fullest extent permitted by applicable law. (k) For purposes hereof, “Indemnitee” means (a) the Company Board, (b) any person who is or was a Manager, Officer, employee, agent or trustee of the Company, and (c) any person who is or was serving at the request of the Company Board as a member, partner, director, officer, employee, partner, agent, fiduciary or trustee of another person, in each case, acting in such capacity, provided, that a person shall not be an Indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services.

Indemnification. (a) To the fullest extent permitted by lawapplicable law but subject to the limitations expressly provided in this Agreement, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) all Indemnitees shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligationsjoint or several, penalties, settlements and reasonable expenses (including legal fees) fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which the any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (ior refraining to act) a Member in such capacity on behalf of or for the benefit of the Company or (ii) an officerCompany; provided, directorhowever, employee or agent that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the Company or the Member or an affiliate thereof, regardless of whether matter for which the Indemnitee continues is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 7.1 shall be a Member or an officer, director, employee or agent made only out of the assets of the Company, it being agreed that the Sole Member shall not be personally liable for such indemnification and shall have no obligation to contribute or an affiliate thereof at loan any monies or property to the time any Company to enable it to effectuate such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductindemnification. (b) To the fullest extent permitted by applicable law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7.1(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7.1, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.1. (c) The indemnification provided by this Section 7.1 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law, in equity 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. (d) The Company may purchase and maintain (or reimburse its Affiliates for the cost of) insurance on behalf of the Indemnitees, the Company and its Affiliates and such persons other Persons as the Member Company shall determine, including any officers, against any liability that may be asserted against or expense that may be incurred by such person Person in connection with the Company’s activitiesactivities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such person Person against such liability under the provisions of this Agreement. (ce) Expenses incurred For purposes of this Section 7.1, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it 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 7.1; and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company. (f) In no event may an Indemnitee subject the Sole Member to personal liability by reason of the indemnification provisions set forth in defending any claim this Agreement. (g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.1 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction was otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition terms of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)this Agreement. (dh) The indemnification provided in provisions of this Section 17 is 7.1 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. (i) Any amendment, modification or repeal of this Section 7.1 or any provision hereof shall be prospective only and shall not in any way 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 this Section 7.1 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. (j) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO SECTION 7.1(A), THE PROVISIONS OF THE INDEMNIFICATION PROVIDED IN THIS SECTION 7.1 ARE INTENDED BY THE PARTIES TO APPLY EVEN IF SUCH PROVISIONS HAVE THE EFFECT OF EXCULPATING THE INDEMNITEE FROM LEGAL RESPONSIBILITY FOR THE CONSEQUENCES OF SUCH PERSON’S NEGLIGENCE, FAULT OR OTHER CONDUCT.

Indemnification. (a) To the fullest extent permitted by lawlaw but subject to the limitations expressly provided in this Agreement, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) all Indemnitees shall be indemnified and held harmless by the Company Partnership from and against any and all losses, claims, damages, judgments, liabilities, obligationsjoint or several, penalties, settlements and reasonable expenses (including legal fees) fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which the any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as (i) an Indemnitee whether arising from acts or omissions to act occurring before or after the date of this Agreement; provided that the Indemnitee shall not be indemnified and held harmless if there has been a Member final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the Company or (ii) an officer, director, employee or agent of the Company or the Member or an affiliate thereof, regardless of whether matter for which the Indemnitee continues is seeking indemnification pursuant to be a Member this Section 7.7, the Indemnitee acted in bad faith or an officerengaged in fraud, director, employee willful misconduct or agent of the Member or an affiliate thereof at the time any such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductnegligence. (b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7.7(a) in appearing at, participating in or defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Partnership prior to a final and non-appealable determination that the Indemnitee is not entitled to be indemnified upon receipt by the Partnership of an undertaking by or on behalf of the Indemnitee to repay such amount if it ultimately shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 7.7. (c) The Company indemnification provided by this Section 7.7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the holders of Outstanding Voting Units entitled to vote on such matter, as a matter of law, in equity 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. (d) The Partnership may purchase and maintain insurance (or reimburse the General Partner or its Affiliates for the cost of) insurance, on behalf of the Partnership and its Subsidiaries, the General Partner, its Affiliates, the Indemnitees and such persons other Persons as the Member General Partner shall determine, including any officersdetermine in its sole discretion, against any liability that may be asserted against against, or expense that may be incurred by by, such person Person in connection with the CompanyPartnership’s activitiesactivities or such Person’s activities on behalf of the Partnership, regardless of whether the Company Partnership would have the power to indemnify such person Person against such liability under the provisions of this Agreement. (ce) Expenses incurred For purposes of this Section 7.7, (i) the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; (ii) 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 7.7(a); and (iii) any action taken or omitted by an Indemnitee with respect to any employee benefit plan in defending the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Partnership. (f) Any indemnification pursuant to this Section 7.7 shall be made only out of the assets of the Partnership, it being agreed that the General Partner shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any claim monies or property to the Partnership to enable it to effectuate such indemnification. In no event may an Indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions set forth in this Agreement. (g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction was otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition terms of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)this Agreement. (dh) The indemnification provided in provisions of this Section 17 is 7.7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. (i) No amendment, modification or repeal of this Section 7.7 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 Partnership, nor the obligations of the Partnership to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7.7 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. (j) If a claim for indemnification (following the final disposition of the action, suit or proceeding for which indemnification is being sought) or advancement of expenses under this Section 7.7 is not paid in full within thirty (30) days after a written claim therefor by any Indemnitee has been received by the Partnership, such Indemnitee may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expenses of prosecuting such claim, including reasonable attorneys’ fees. In any such action the Partnership shall have the burden of proving that such Indemnitee is not entitled to the requested indemnification or advancement of expenses under applicable law. (k) This Section 7.7 shall not limit the right of the Partnership, to the extent and in the manner permitted by law, to indemnify and to advance expenses to, and purchase and maintain insurance on behalf of, Persons other than Indemnitees.

Indemnification. (a) To the fullest extent permitted by lawapplicable law each Covered Person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the Member and fact that he, she or it is or was a Covered Person or, while a Covered Person, is or was serving at the officers, directors, employees and agents request of the Company or any parent or subsidiary of the Member Company as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of another limited liability company or of a partnership, joint venture, corporation, trust or other entity or enterprise, including service with respect to an affiliate thereof employee benefit plan (individually, an “Indemnitee”) shall be indemnified and held harmless by the Company from to the fullest extent authorized by the Act, as the same exists or may hereafter be amended, against all expense, liability and against any loss (including attorneys’ fees and all losses, claims, damagescosts, judgments, liabilitiesfines, obligations, penalties, settlements excise taxes or penalties and reasonable expenses (including legal feesamounts paid in settlement) arising from any and all claims, demands, actions, suits reasonably incurred or proceedings, civil, criminal, administrative or investigative, suffered by such Indemnitee in which the connection therewith. Such indemnification shall continue as to an Indemnitee may be involved, or threatened to be involved, as a party or otherwise, by reason of its status as (i) a Member of the Company or (ii) an officer, director, employee or agent of the Company or the Member or an affiliate thereof, regardless of whether the Indemnitee continues who has ceased to be a Member or an director, officer, directoremployee, employee partner, member, manager, fiduciary, agent, or agent Covered Person, and shall inure to the benefit of the Member Indemnitee’s heirs, executors and administrators; provided, however, that, except with respect to Proceedings to enforce rights to indemnification or an affiliate thereof at advance of expenses, the time Company shall not indemnify any such liability Indemnitee in connection with a Proceeding (or expense is paid part thereof) initiated by such Indemnitee except to the extent such Proceeding (or incurred, unless part thereof) was authorized in writing by the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductMajority Members. (b) The Company may purchase and maintain insurance on behalf of such persons as To the Member shall determine, including any officers, against any liability that may be asserted against or expense that may be incurred by such person in connection with the Company’s activities, regardless of whether the Company would have the power to indemnify such person against such liability under the provisions of this Agreement. (c) Expenses incurred by any Indemnitee in defending any claim with respect to which such Indemnitee may be entitled to indemnification by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by a Covered Person defending any Proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, Proceeding upon receipt by the Company of a written an undertaking by or on behalf of such Indemnitee the Covered Person to repay such amount if it shall be determined by final judicial decision from which there is no further right to appeal that the advanced Covered Person is not entitled to be indemnified as authorized in this Section 5.2. (c) A Covered Person 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 any Person as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of such expenses unless it is determined ultimately that the Indemnitee is entitled assets, liabilities, or any other facts pertinent to indemnification by the Company under Section 17(a)existence and amount of assets from which distributions to the Member might properly be paid. (d) The indemnification provided in Section 3.2 and this Section 17 is for the benefit Article V shall survive any termination of the Indemnitees and shall not be deemed to create any right to indemnification for any other personsthis Agreement.

Indemnification. (a) To The Trust hereby agrees to indemnify the fullest extent permitted by lawAdviser and each of the Adviser’s partners, the Member and the officers, directorsemployees, employees and agents of (including any individual who serves at the Company Adviser’s request as director, officer, partner, trustee or the Member or an affiliate thereof like of another entity) and controlling persons (individually, each such person being an “Indemnitee”) shall be indemnified and held harmless by the Company from and against any liabilities and all lossesexpenses, claims, damages, including amounts paid in satisfaction of judgments, liabilities, obligations, in compromise or as fines and penalties, settlements and reasonable expenses counsel fees (including legal feesall as provided in accordance with applicable state law) arising from reasonably incurred by such Indemnitee in connection with the defense or disposition of any and all claimsaction, demandssuit or other proceeding, actions, suits whether civil or proceedings, civil, criminal, before any court or administrative or investigative, investigative body in which the such Indemnitee may be involved, or threatened to be involved, may have been involved as a party or otherwiseotherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth above in this paragraph or thereafter by reason of such Indemnitee’s having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee’s action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful, provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or its status as shareholders or any expense of such Indemnitee arising by reason of (i) a Member of the Company or willful misfeasance, (ii) an officerbad faith, director, employee or agent (iii) gross negligence (iv) reckless disregard of the Company duties involved in the conduct of his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as “Disabling Conduct”), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the Member or an affiliate thereof, regardless of whether the Indemnitee continues to be a Member or an officer, director, employee or agent best interests of the Member Trust and that such Indemnitee appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust and did not involve Disabling Conduct by such Indemnitee and (3) with respect to any action, suit or an affiliate thereof at other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the time prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of the Trust. Notwithstanding the foregoing, the Trust shall not be obligated to provide any such liability or expense is paid or incurred, unless indemnification to the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductextent such provision would waive any right that the Trust cannot lawfully waive. (b) The Company may purchase and maintain insurance on behalf of such persons as the Member Trust shall determine, including any officers, against any liability that may be asserted against or expense that may be incurred by such person make advance payments in connection with the Companyexpenses of defending any action with respect to which indemnification might be sought hereunder if the Trust receives a written affirmation of the Indemnitee’s activitiesgood faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse the Trust unless it is subsequently determined that such Indemnitee is entitled to such indemnification and if the Trustees of the Trust determine that the facts then known to them would not preclude indemnification. In addition, regardless at least one of whether the Company would have following conditions must be met: (1) the power Indemnitee shall provide adequate security for such Indemnitee’s undertaking, (2) the Trust shall be insured against losses arising by reason of any lawful advances, or (3) a majority of a quorum of Trustees of the Trust who are neither “interested persons” of the Trust (as defined in Section 2(a)(19) of the ▇▇▇▇ ▇▇▇) nor parties to indemnify such person against such liability under the provisions proceeding (“Disinterested Non-Party Trustees”) or an independent legal counsel in a written opinion, shall determine, based on a review of this Agreementreadily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Indemnitee ultimately will be found entitled to indemnification. (c) Expenses incurred by any Indemnitee in defending any claim All determinations with respect to which indemnification hereunder shall be made (1) by a final decision on the merits by a court or other body of competent jurisdiction before whom the proceeding was brought that such Indemnitee may be entitled to indemnification is not liable or is not liable by reason of Disabling Conduct or, (2) in the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition absence of such claima decision, upon receipt by (i) a majority vote of a written undertaking by quorum of the Disinterested Non-Party Trustees of the Trust, or on behalf (ii) if such a quorum is not obtainable or even if obtainable, if a majority vote of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)quorum so directs, independent legal counsel in a written opinion. (d) The indemnification provided Each Indemnitee shall, in this Section 17 is for the benefit performance of its duties, be fully and completely justified and protected with regard to any act or any failure to act resulting from reliance in good faith upon the books of account or other records of the Indemnitees and Trust, upon an opinion of counsel, or upon reports made to the Trust by any of the Trust’s officers or employees or by any advisor, administrator, manager, distributor, selected dealer, accountant, appraiser or other expert or consultant selected with reasonable care by the Trustees, officers or employees of the Trust, regardless of whether such counsel or other person may also be a Trustee. (e) The rights accruing to any Indemnitee under these provisions shall not be deemed to create exclude any other right to indemnification for any other personswhich he may be lawfully entitled.

Indemnification. (a) To The Company shall indemnify the Indemnitee and advance Expenses to the Indemnitee as provided in this Agreement to the fullest extent permitted by lawthe Certificate, the Member Bylaws in effect as of the date hereof and the officersDGCL or other applicable law in effect on the date hereof and to any greater extent that the Bylaws, directorsthe DGCL, employees and agents or applicable law may in the future from time to time permit. Without diminishing the scope of the Company or indemnification provided by this Section 3, the Member or an affiliate thereof (individuallyrights of indemnification of the Indemnitee provided hereunder shall include, an “Indemnitee”) but shall not be limited to, those rights hereinafter set forth, except that no indemnification shall be indemnified and held harmless by paid hereunder to the Company from and against any and all losses, claims, damages, judgments, liabilities, obligations, penalties, settlements and reasonable expenses Indemnitee: (including legal feesa) arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which on account of conduct of the Indemnitee may be involvedwhich is adjudged in a final adjudication by a court of competent jurisdiction from which there is no further right of appeal or in a final adjudication of an arbitration pursuant to Section 12 hereof, if the Indemnitee elects to seek such arbitration, to have been knowingly fraudulent or to constitute conduct not in good faith, or threatened in the case of a criminal matter, to be involved, as a party or otherwise, by reason of its status as (i) a Member of the Company or (ii) an officer, director, employee or agent of the Company or the Member or an affiliate thereof, regardless of whether the Indemnitee continues to be a Member or an officer, director, employee or agent of the Member or an affiliate thereof at the time any such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconduct.have been knowingly unlawful; (b) The Company may purchase and maintain insurance on behalf in any circumstance where such indemnification is expressly prohibited by applicable law in effect as of such persons as the Member shall determine, including any officers, against any liability that may be asserted against or expense that may be incurred by such person in connection with the Company’s activities, regardless of whether the Company would have the power to indemnify such person against such liability under the provisions date of this Agreement.Agreement or subsequently determined to be expressly prohibited by applicable law; (c) Expenses incurred by any Indemnitee in defending any claim with respect to liability for which such Indemnitee may be entitled to indemnification by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, payment is actually made to the maximum extent permitted by lawIndemnitee under an insurance policy or under an indemnity clause, be advanced by the Company prior to the final disposition Bylaws provision or other agreement (other than this Agreement), except in respect of any liability in excess of payment under such claiminsurance, upon receipt of a written undertaking by clause, Bylaws provision or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a).other agreement; or (d) The if a final decision by a court having jurisdiction in the matter shall determine that such indemnification provided in this Section 17 is for the benefit of the Indemnitees and shall not be deemed to create any right to indemnification for any other personslawful.

Indemnification. (a) To the fullest extent permitted by law, law but subject to the Member and the officers, directors, employees and agents limitations expressly provided in this Agreement or in any Bylaws of the Company or the Member or an affiliate thereof (individuallyCompany, an “Indemnitee”) all Indemnitees shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligationsjoint or several, penalties, settlements and reasonable expenses (including legal fees) fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, whether or not by or in the right of the Company, in which the any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, in connection with any act or omission performed, or omitted to be performed, by such Indemnitee in good faith on behalf of or with respect to the Company or by reason of its status as (i) an Indemnitee; provided that the Indemnitee shall not be indemnified and held harmless if there has been a Member final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the Company or (ii) an officer, director, employee or agent of the Company or the Member or an affiliate thereof, regardless of whether matter for which the Indemnitee continues is seeking indemnification pursuant to be a Member this Section 10.1, the Indemnitee acted in bad faith or an officerengaged in fraud, director, employee or agent of the Member or an affiliate thereof at the time any such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconduct, or in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. (b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 10.1 in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a determination that the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 10.1. (c) The indemnification, advancement of expenses and other provisions of this Section 10.1 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the holders of Outstanding Shares entitled to vote on such matter, pursuant to a vote of the Board of Directors, 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. (d) The Company may purchase and maintain insurance insurance, on behalf of its Directors and Officers, and such persons other Persons as the Member Board of Directors shall determine, including any officers, against any liability that may be asserted against or expense that may be incurred by such person Person in connection with the Company’s activitiesactivities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such person Person against such liability under the provisions of this AgreementAgreement or otherwise. (ce) Expenses incurred by any For purposes of the definition of Indemnitee in defending Section 1.1, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by such Indemnitee of his or her duties to the Company also imposes duties on, or otherwise involves services by, such Indemnitee 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 this Section 10.1; and action taken or omitted by such Indemnitee with respect to any claim employee benefit plan in the performance of such Indemnitee’s duties for a purpose reasonably believed by him or her 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. (f) Any indemnification pursuant to this Section 10.1 shall be made only out of the assets of the Company, it being agreed that the Shareholders 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. (g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 10.1 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction was otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by terms of this Agreement or applicable law, be advanced by the Company prior to the final disposition of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a). (dh) The indemnification provided in indemnification, advancement of expenses and other provisions of this Section 17 is 10.1 are for the benefit of the Indemnitees Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. (i) No amendment, modification or repeal of this Section 10.1 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 this Section 10.1 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. (j) The Company shall have the power, with the approval of the Board of Directors, to provide such indemnification and advancement of expenses to a person who served a predecessor of the Company in any of the capacities described above and to any employee or agent of the Company or a predecessor of the Company. (k) The provisions of this Article X shall be applicable to all claims, demands, actions, suits or proceedings made or commenced after the adoption thereof whether arising from acts or omissions to act occurring before or after its adoption.

Indemnification. (a) To the fullest extent permitted by lawThe Company agrees to indemnify and hold harmless each Investor and its Affiliates, and their respective directors, officers, trustees, members, managers, employees, investment advisors and agents (collectively, the Member and the officers“Indemnified Persons”), directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligations, penalties, settlements liabilities and reasonable expenses (including legal fees) arising from without limitation reasonable and documented attorney fees and disbursements and other documented out-of-pocket expenses reasonably incurred in connection with investigating, preparing or defending any and all claimsaction, demandsclaim or proceeding, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee may be involved, pending or threatened and the costs of enforcement thereof) to which such Person may become subject as a result of any breach of representation, warranty, covenant or agreement made by or to be involved, as a party or otherwise, by reason of its status as (i) a Member performed on the part of the Company or (ii) an officerunder the Transaction Agreements, director, employee or agent of the Company or the Member or an affiliate thereof, regardless of whether the Indemnitee continues to be a Member or an officer, director, employee or agent of the Member or an affiliate thereof at the time and will reimburse any such liability or expense is paid or incurred, unless Person for all such amounts as they are incurred by such Person solely to the act or failure extent such amounts have been finally judicially determined not to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence have resulted from such Person’s fraud or willful misconduct. (b) The Company may purchase and maintain insurance on behalf Any person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of such persons as the Member shall determine, including any officers, against any liability that may be asserted against or expense that may be incurred by such person in connection with the Company’s activities, regardless of whether the Company would have the power to indemnify such person against such liability under the provisions of this Agreement. (c) Expenses incurred by any Indemnitee in defending any claim with respect to which it seeks indemnification and (ii) permit such Indemnitee may be indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification by hereunder shall have the Company hereunder (including without limitation reasonable attorneys’ fees right to employ separate counsel and disbursements) shall, to participate in the maximum extent permitted by law, be advanced by the Company prior to the final disposition defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed in writing to pay such fees or expenses, (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such person, based upon receipt written advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying party in writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such person); and provided, further, that the failure of any indemnified party to give written notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified party, which consent shall not be unreasonably withheld, conditioned or delayed, consent to entry of any judgment or enter into any settlement unless such judgment or settlement (i) imposes no liability or obligation on, (ii) includes as an unconditional term thereof the giving of a written undertaking complete, explicit and unconditional release from the party bringing such indemnified claims of all liability of the indemnified party in respect of such claim or litigation in favor of, and (iii) does not include any admission of fault, culpability, wrongdoing, or wrongdoing or malfeasance by or on behalf of such Indemnitee to repay of, the advanced amount of such expenses unless it is determined ultimately that indemnified party. No indemnified party will, except with the Indemnitee is entitled to indemnification by the Company under Section 17(a). (d) The indemnification provided in this Section 17 is for the benefit consent of the Indemnitees and indemnifying party, which consent shall not be deemed unreasonably withheld, conditioned or delayed, consent to create entry of any right to indemnification for judgment or enter into any other personssettlement.

Indemnification. (a) To the fullest extent permitted by lawlaw but subject to the limitations expressly provided in this Agreement, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) all Indemnitees shall be indemnified and held harmless by the Company Partnership from and against any and all losses, claims, damages, judgments, liabilities, obligationsjoint or several, penalties, settlements and reasonable expenses (including legal fees) fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which the any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (ior refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a Member final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the Company matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or (ii) an officerengaged in fraud, directorwillful misconduct or, employee or agent in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 7.7 shall be made only out of the Company or the Member or an affiliate thereof, regardless of whether the Indemnitee continues to be a Member or an officer, director, employee or agent assets of the Member Partnership, it being agreed that the General Partner shall not be personally liable for such indemnification and shall have no obligation to contribute or an affiliate thereof at loan any monies or property to the time any Partnership to enable it to effectuate such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductindemnification. (b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7.7(a) in appearing at, participating in or defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Partnership prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7.7, the Indemnitee is not entitled to be indemnified upon receipt by the Partnership of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.7. (c) The Company indemnification provided by this Section 7.7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the holders of Outstanding Limited Partner Interests, as a matter of law, in equity 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. (d) The Partnership may purchase and maintain insurance (or reimburse the General Partner or its Affiliates for the cost of) insurance, on behalf of the General Partner, its Affiliates, the Indemnitees and such persons other Persons as the Member General Partner shall determine, including any officers, against any liability that may be asserted against against, or expense that may be incurred by by, such person Person in connection with the CompanyPartnership’s activitiesactivities or such Person’s activities on behalf of the Partnership, regardless of whether the Company Partnership would have the power to indemnify such person Person against such liability under the provisions of this Agreement. (ce) Expenses incurred For purposes of this Section 7.7, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it 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 7.7(a); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Partnership. (f) In no event may an Indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions set forth in defending any claim this Agreement. (g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction was otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition terms of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)this Agreement. (dh) The indemnification provided in provisions of this Section 17 is 7.7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. (i) No amendment, modification or repeal of this Section 7.7 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 Partnership, nor the obligations of the Partnership to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7.7 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.

Indemnification. (a) To a. In the event Employee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, any action, suit or proceeding by reason of his being or having been an officer of the Company, then the Company shall indemnify Employee against expenses reasonably incurred and/or liability incurred in connection with any such action, suit or proceeding, and advance expenses to Employee, to the fullest extent permitted by the Company’s Articles of Incorporation and bylaws now in effect, by the common law, by the Member General Corporation Law of the State of Maryland (the “GCLM”) or other applicable law in effect on the date hereof, and to any greater extent that the officersGCLM or applicable law may in the future from time to time permit. Employee shall be indemnified as soon as practicable but in any event no later than forty-five (45) days after written demand is presented to the Company by Employee, directorsand any indemnified amount shall include any and all expenses, employees judgments, fines, penalties and agents amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties or amounts paid in settlement) of such action, suit or proceeding for which Employee presents valid invoices and/or receipts. If so requested by Employee, the Company shall advance to Employee, within five (5) business days of such request, reasonable expenses (an “Expense Advance”) incurred in defending any action, suit or proceeding, provided that Employee shall provide valid invoices and/or receipts for such expenses to be advanced, and further provided that Employee shall execute and deliver to the Company an undertaking that Employee shall repay to the Company any Expense Advance if it shall ultimately be determined by a court of competent jurisdiction that Employee is not entitled to be indemnified. i. Upon written demand or other request by Employee for indemnification hereunder, Employee shall be entitled to such indemnification unless (A) Employee did not act in good faith in a manner that was reasonable and in the best interests of the Company; (B) Employee’s act or omission was material to the matter giving rise to the liability and was committed in bad faith or was the result of active or deliberate dishonesty; (C) Employee actually received an improper personal benefit in money, property or services; or (D) in the case of a criminal proceeding, Employee had reasonable cause to believe the act or omission was unlawful. ii. In the event of a settlement before or after any action or suit, indemnification shall be provided only in connection with such matters covered by settlement as to which the Company is advised by the Reviewing Party (as defined below) that Employee was not guilty of such fraud or misconduct as is covered by the provisions of Section 4.4 b.i. above. iii. Employee shall not consent to the settlement of any action, suit or proceeding involving his role as an officer of the Company without first obtaining the Company’s written consent, and the Company shall not be liable to indemnify Employee for any amounts paid in settlement of any action, suit or proceeding affected without its written consent, which consent shall not be unreasonably withheld. The Company shall not be required to obtain the Member consent of Employee to settle any action, suit or an affiliate proceeding that the Company has undertaken to defend if the Company assumes full and sole responsibility for such settlement and such settlement grants Employee a complete and unqualified release in respect of any potential liability. c. Promptly after receipt by Employee of notice of the commencement of any action, suit or proceeding, Employee will, if a claim in respect thereof (individuallyis to be made against the Company under this Section 4.4, an “Indemnitee”) shall be indemnified and held harmless notify the Company in writing of the commencement thereof. The omission by Employee to so notify the Company will not relieve the Company from and against any and all losses, claims, damages, judgments, liabilities, obligations, penalties, settlements and reasonable expenses (including legal fees) arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee liability that it may be involved, or threatened have to be involved, as a party Employee under this Section 4.4 or otherwise, except to the extent that the Company may suffer material prejudice by reason of its status such failure. Notwithstanding any other provision of this Section 4.4, with respect to any such action, suit or proceeding as (i) a Member to which Employee gives notice to the Company of the commencement thereof: i. The Company or (will be entitled to participate therein at its own expense. ii) an officer. Except as otherwise provided in this Section 4.4, directorto the extent that it may wish, employee or agent of the Company, jointly with any other indemnifying party similarly notified, shall be entitled to assume the defense thereof with counsel reasonably satisfactory to Employee. After notice from the Company or to Employee of its election to so assume the Member or an affiliate defense thereof, regardless of whether the Indemnitee continues Company shall not be liable to be a Member Employee under this Agreement for any legal or an officer, director, employee or agent of the Member or an affiliate thereof at the time any such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconduct. (b) The Company may purchase and maintain insurance on behalf of such persons as the Member shall determine, including any officers, against any liability that may be asserted against or expense that may be other expenses subsequently incurred by such person Employee in connection with the Companydefense thereof other than reasonable costs of investigation or as otherwise provided below. Employee shall have the right to employ Employee’s activitiesown counsel in such action, regardless suit or proceeding, but the fees and expenses of whether such counsel incurred after notice from the Company would of its assumption of the defense thereof shall be at the expense of Employee unless (A) the employment of counsel by Employee and payment for same by the Company has been authorized by the Company; (B) Employee shall have reasonably concluded that there may be a conflict of interest between the power Company and Employee in the conduct of the defense of such action and such determination by Employee shall be supported by an opinion of counsel, which opinion shall be reasonably acceptable to indemnify such person against such liability under the provisions Company; or (C) the Company shall not in fact have employed counsel to assume the defense of this Agreement. (c) Expenses incurred by any Indemnitee the action, in defending any claim with respect to each of which such Indemnitee may cases the fees and expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to indemnification by assume the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shalldefense of any action, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition of such claim, upon receipt of a written undertaking suit or proceeding brought by or on behalf of such Indemnitee the Company or as to repay which Employee shall have reached the advanced amount conclusion provided for in clause (B) above. d. If the Company advances Expense Advances or other funds for indemnification pursuant to this Section, and, subsequently, indemnification pursuant to this Section is declared unenforceable by a court of such expenses unless it competent jurisdiction, or an independent third party, paid by the Company, that is determined ultimately reviewing the indemnification set forth herein (the “Reviewing Party”) reasonably determines that the Indemnitee Employee is not entitled to indemnification by pursuant to this Section, then Employee shall have the Company under Section 17(a)right to retain the indemnification payments until all appeals of the court’s or the Reviewing Party’s decision have been exhausted. (d) The indemnification provided in this Section 17 is for e. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the Indemnitees Parties hereto and their respective successors or assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, executors and personal and legal representatives. This Section 4.4 shall not be deemed continue in effect regardless of whether Employee continues to create any right to indemnification for serve as an officer or director of the Company or of any other personsenterprise at the Company’s request.

Indemnification. (a) To the fullest extent permitted by lawlaw but subject to the limitations expressly provided in this Agreement, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) all Indemnitees shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligationsjoint or several, penalties, settlements and reasonable expenses (including legal fees) fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which the any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as (i) an Indemnitee; provided, that in each case the Indemnitee acted in good faith and in a Member manner that such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe its conduct was unlawful; provided, further, however, no indemnification pursuant to this Article VI shall be available to Peabody or (ii) an officerits Affiliates with respect to their obligations incurred pursuant to the Purchase Agreement or the other agreements and transactions contemplated thereby. The termination of any action, directorsuit or proceeding by judgment, employee order, settlement, conviction or agent upon a plea of nolo contendere, or its equivalent, shall not create a presumption that the Indemnitee acted in a manner contrary to that specified above. Any indemnification pursuant to this Section 6.01 shall be made only out of the Company or the Member or an affiliate thereof, regardless of whether the Indemnitee continues to be a Member or an officer, director, employee or agent assets of the Member or an affiliate thereof at the time any such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductCompany. (b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 6.01(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 6.01. (c) The indemnification provided by this Section 6.01 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, 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. (d) The Company may purchase and maintain insurance on behalf of the Company, its Affiliates and such persons other Persons as the Member Company shall determine, including any officers, against any liability that may be asserted against or expense that may be incurred by such person Person in connection with the Company’s activitiesactivities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such person Person against such liability under the provisions of this Agreement. (ce) Expenses incurred For purposes of this Section 6.01, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it 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 6.01(a); and action taken or omitted by the Indemnitee with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is in, or not opposed to, the best interests of the Company. (f) An Indemnitee shall not be denied indemnification in defending any claim whole or in part under this Section 6.01 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction was otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition terms of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)this Agreement. (dg) The indemnification provided in provisions of this Section 17 is 6.01 are for the benefit of the Indemnitees Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. (h) No amendment, modification or repeal of this Section 6.01 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 this Section 6.01 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.

Indemnification. (a) To the fullest extent permitted by lawEach Borrower and Guarantor shall, the Member jointly and the severally, indemnify and hold Agent and each Lender, and its officers, directors, employees agents, employees, advisors and agents of the Company or the Member or an affiliate thereof counsel and their respective Affiliates (individually, each such person being an “Indemnitee”) shall be indemnified and held ), harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligations, penalties, settlements and reasonable costs or expenses (including legal feesattorneys’ fees and expenses) arising from imposed on, incurred by or asserted against any and all claimsof them in connection with any litigation, demandsinvestigation, actionsclaim or proceeding commenced or threatened related to the negotiation, suits preparation, execution, delivery, enforcement, performance or proceedingsadministration of this Agreement, civil, criminal, administrative or investigative, in which the Indemnitee may be involvedany other Financing Agreements, or threatened any undertaking or proceeding related to be involved, as a party or otherwise, by reason of its status as (i) a Member any of the Company transactions contemplated hereby or (ii) any act, omission, event or transaction related or attendant thereto, including amounts paid in settlement, court costs, and the fees and expenses of counsel except that Borrowers and Guarantors shall not have any obligation under this Section 11.5 to indemnify an officer, director, employee or agent of Indemnitee with respect to a matter covered hereby resulting from the Company or the Member or an affiliate thereof, regardless of whether the Indemnitee continues to be a Member or an officer, director, employee or agent of the Member or an affiliate thereof at the time any such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconduct. (b) The Company may purchase and maintain insurance on behalf misconduct of such persons Indemnitee as determined pursuant to a final, non-appealable order of a court of competent jurisdiction (but without limiting the Member obligations of Borrowers or Guarantors as to any other Indemnitee). To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section may be unenforceable because it violates any law or public policy, Borrowers and Guarantors shall determinepay the maximum portion which it is permitted to pay under applicable law to Agent and Lenders in satisfaction of indemnified matters under this Section. To the extent permitted by applicable law, including no Borrower or Guarantor shall assert, and each Borrower and Guarantor hereby waives, any officers, claim against any liability that may be asserted against Indemnitee, on any theory of liability, for special, indirect, consequential or expense that may be incurred by such person punitive damages (as opposed to direct or actual damages) arising out of, in connection with with, or as a result of, this Agreement, any of the Company’s activities, regardless other Financing Agreements or any undertaking or transaction contemplated hereby. All amounts due under this Section shall be payable upon demand. The foregoing indemnity shall survive the payment of whether the Company would have Obligations and the power to indemnify such person against such liability under the provisions termination or non-renewal of this Agreement. (c) Expenses incurred by any Indemnitee in defending any claim with respect to which such Indemnitee may be entitled to indemnification by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a). (d) The indemnification provided in this Section 17 is for the benefit of the Indemnitees and shall not be deemed to create any right to indemnification for any other persons.

Indemnification. Grantee shall indemnify, save, and hold harmless the City, its council members, officers, agents, and employees (a) To the fullest extent permitted by lawcollectively, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemniteeindemnitees”) shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligations, penalties, settlements and reasonable expenses against” (including legal feesi) arising from any and all claims, demands, actionsactions or causes of action that are asserted against any indemnitee if the claim, suits demand, action or proceedings, civil, criminal, administrative cause of action is a result of Grantee’s tortious interference with contract or investigative, in which the Indemnitee may be involvedbusiness interference, or threatened to be involved, as a party Grantee’s wrongful or otherwise, by reason of its status as (i) a Member negligent use of the Company City’s financial assistance by Grantee or its agents and employees; (ii) an officerany claim, directordemand, employee action or agent cause of action which contests or challenges the Company or the Member or an affiliate thereof, regardless legal authority of whether the Indemnitee continues Grantee to be a Member or an officer, director, employee or agent of the Member or an affiliate thereof at the time any such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconduct. (b) The Company may purchase and maintain insurance on behalf of such persons as the Member shall determine, including any officers, against any liability that may be asserted against or expense that may be incurred by such person in connection with the Company’s activities, regardless of whether the Company would have the power to indemnify such person against such liability under the provisions of enter into this Agreement. ; and (ciii) Expenses incurred by any Indemnitee in defending any claim with respect to which such Indemnitee may be entitled to indemnification by the Company hereunder and all liabilities, losses, costs, or expenses (including without limitation reasonable attorneys’ fees and disbursements) shallthat any indemnitee suffers or incurs as a result of any of the foregoing; provided, however, that Grantee shall have no obligation under this Section to the maximum extent permitted by law, be advanced City with respect to any of the foregoing arising out of the gross negligence or willful misconduct of any indemnitee or the breach by the Company prior City of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify Grantee, and failure to so promptly notify Grantee shall release Grantee’s obligations under this Section if such failure prejudices Grantee’s right to participate in the final disposition contest of such claim, upon receipt demand, action or cause of a written undertaking action, as hereinafter provided. If requested by Grantee in writing, as so long as not Default or on behalf Event of Default shall have occurred and be continuing, such Indemnitee to repay indemnitee shall in good faith contest the advanced validity, applicability and amount of such expenses unless it is determined ultimately claim, demand, action or cause of action and shall permit Grantee to participate in such contest. Any indemnitee that the Indemnitee is entitled proposes to indemnification by the Company under Section 17(a). (d) The indemnification provided in this Section 17 is settle or compromise any claim, demand, action, cause of action or proceeding for the benefit which Grantee may be liable for payment of indemnity hereunder shall give Grantee written notice of the Indemnitees terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall not be deemed to create any right to indemnification for any other personsobtain Grantee’s concurrence thereto.

Indemnification. Subject to the limitations set forth herein and in Section 7 hereof, the Company hereby agrees to indemnify Indemnitee as follows: The Company shall, with respect to any Proceeding (aas hereinafter defined) To associated with Indemnitee’s being an Agent of the Company, indemnify Indemnitee to the fullest extent permitted by law, the Member applicable law and the officers, directors, employees and agents Certificate of Incorporation of the Company in effect on the date hereof or as such law or Certificate of Incorporation may from time to time be amended (but, in the Member case of any such amendment, only to the extent such amendment permits the Company to provide broader indemnification rights than the law or an affiliate thereof (individually, an “Indemnitee”) Certificate of Incorporation permitted the Company to provide before such amendment). The right to indemnification conferred herein and in the Certificate of Incorporation shall be indemnified and held harmless presumed to have been relied upon by Indemnitee in serving or continuing to serve the Company from as an Agent and against shall be enforceable as a contract right. Without in any way diminishing the scope of the indemnification provided by this Section 2, the Company will indemnify Indemnitee to the full extent permitted by law if and all losses, claims, damages, judgments, liabilities, obligations, penalties, settlements and reasonable expenses (including legal fees) arising from any and all claims, demands, actions, suits wherever Indemnitee is or proceedings, civil, criminal, administrative was a party or investigative, in which the Indemnitee may be involved, or is threatened to be involved, as made a party to any Proceeding, including any Proceeding brought by or otherwisein the right of the Company, by reason of its status as (i) a Member the fact that Indemnitee is or was an Agent or by reason of the Company anything done or (ii) an officer, director, employee or agent of the Company or the Member or an affiliate thereof, regardless of whether the not done by Indemnitee continues to be a Member or an officer, director, employee or agent of the Member or an affiliate thereof at the time any in such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconduct. (b) The Company may purchase and maintain insurance on behalf of such persons as the Member shall determine, including any officerscapacity, against any liability that may be asserted against or expense that may be Expenses (as hereinafter defined) and Liabilities (as hereinafter defined) actually and reasonably incurred by such person Indemnitee or on his or her behalf in connection with the Company’s activitiesinvestigation, regardless defense, settlement or appeal of whether such Proceeding. In addition to, and not as a limitation of, the foregoing, the rights of indemnification of Indemnitee provided under this Agreement shall include those rights set forth in Sections 3 and 9 below. Notwithstanding the foregoing, the Company would have the power shall be required to indemnify such person against such liability Indemnitee in connection with a Proceeding commenced by Indemnitee (other than a Proceeding commenced by Indemnitee to enforce Indemnitee’s rights under the provisions of this Agreement. (c) Expenses incurred by any Indemnitee in defending any claim with respect to which only if the commencement of such Indemnitee may be entitled to indemnification Proceeding was authorized by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition Board of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)Directors. (d) The indemnification provided in this Section 17 is for the benefit of the Indemnitees and shall not be deemed to create any right to indemnification for any other persons.

Indemnification. (a) To the fullest extent permitted by lawlaw but subject to the limitations expressly provided in this Agreement, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) all Indemnitees shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligationsjoint or several, penalties, settlements and reasonable expenses (including legal fees) fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which the any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (ior refraining to act) a Member in such capacity on behalf of or for the benefit of the Company or (ii) an officerCompany; provided, directorthat the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, employee or agent in respect of the Company or the Member or an affiliate thereof, regardless of whether matter for which the Indemnitee continues is seeking indemnification pursuant to this Section 5.10, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 5.10 shall be a Member or an officer, director, employee or agent made only out of the assets of the Company, it being agreed that the Sole Member shall not be personally liable for such indemnification and shall have no obligation to contribute or an affiliate thereof at loan any monies or property to the time any Company to enable it to effectuate such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductindemnification. (b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 5.10(a) in appearing at, participating in or defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 5.10, that the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 5.10. (c) The indemnification provided by this Section 5.10 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law, in equity 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. (d) The Company may purchase and maintain insurance (or reimburse the Sole Member or its Affiliates for the cost of) insurance, on behalf of the Directors, the Officers, the Sole Member, its Affiliates, the Indemnitees and such persons other Persons as the Sole Member shall determine, including any officers, against any liability that may be asserted against against, or expense that may be incurred by by, such person Person in connection with the Company’s activitiesactivities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such person Person against such liability under the provisions of this Agreement. (ce) Expenses incurred For purposes of this Section 5.10, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it 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 5.10(a); and action taken or omitted by an Indemnitee with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company. (f) In no event may an Indemnitee subject the Sole Member to personal liability by reason of the indemnification provisions set forth in defending any claim this Agreement. (g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 5.10 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction was otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition terms of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)this Agreement. (dh) The indemnification provided in provisions of this Section 17 is 5.10 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. (i) No amendment, modification or repeal of this Section 5.10 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 this Section 5.10 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.

Indemnification. (a) To the fullest extent permitted by lawthe Act but subject to the limitations expressly provided in this Agreement, the Member Member, the Manager and the officers, directors, employees and agents any officer of the Company or the Member or an affiliate thereof (individuallyas such, an “Indemnitee”) shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligationsjoint or several, penalties, settlements and reasonable expenses (including legal fees) fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which the any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee whether arising from acts or omissions to act occurring before or after the date of this Agreement; provided that the Indemnitee shall not be indemnified and held harmless for any act or omission resulting from fraud, gross negligence, willful breach of this Agreement or a willful illegal act (other than an act or omission treated as a criminal violation in a foreign country that is not a criminal violation in the United States) of or by such Indemnitee. The right to indemnification conferred in this subsection (a) shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred of the type entitled to be indemnified hereunder in advance of the final and non-appealable disposition of the matter and without any determination as to ultimate entitlement to indemnification upon receipt by the Company of an undertaking, by or on behalf of such person, to repay all amounts so advanced if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified under this provision or otherwise. Notwithstanding any other provision of this Agreement and except as may otherwise be agreed by the Manager or required by the Act, an Indemnitee shall not be entitled to indemnification or advancement of expenses under this Section 13 with respect to any action, suit or proceeding (or part thereof) initiated by such Indemnitee (other than an action, suit or proceeding (or part thereof) by such Indemnitee (i) a Member of the Company to enforce such Indemnitee’s rights under this Agreement or (ii) to enforce any other rights of such Indemnitee to indemnification, advancement or contribution from the Company under any other contract, agreement, directors’ and officers’ liability insurance policy or by law, including any rights under the Act), unless the initiation of such action, suit or proceeding (or part thereof) or making of such claim shall have been approved by the Manager in its sole discretion. In addition, notwithstanding any other provision of this Agreement to the contrary, any Indemnitee that is an officer, director, employee or agent officer of the Company or the Member or an affiliate thereof, regardless of whether the shall not be entitled to indemnification hereunder if Indemnitee continues did not act in good faith and in a manner Indemnitee reasonably believed to be a Member in, or an officernot opposed to, director, employee or agent the best interests of the Member or an affiliate thereof at the time any such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductCompany. (b) The indemnification provided by this Section 13 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement as a matter of law, in equity 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. (c) The Company may purchase and maintain insurance (or reimburse the Manager or its affiliates for the cost of) insurance, on behalf of the Indemnitees and such other persons as the Member Manager shall determine, including any officersdetermine in its sole discretion, against any liability that may be asserted against against, or expense that may be incurred by by, such person in connection with the Company’s activitiesactivities 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. (cd) Expenses incurred Any indemnification pursuant to this Section 13 shall be made only out of the assets of the Company, it being agreed that neither the Manager nor the Member shall 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. In no event may an Indemnitee subject the Manager or the Member to personal liability by any reason of the indemnification provisions set forth in this Agreement. (e) An Indemnitee shall not be denied indemnification in defending any claim whole or in part under this Section 13 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction was otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition terms of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)this Agreement. (df) The indemnification provided in provisions of this Section 17 is 13 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other persons. (g) If a claim for indemnification (following the final disposition of the action, suit or proceeding for which indemnification is being sought) or advancement of expenses under this Section 13 is not paid in full within thirty (30) days after a written claim therefor by any Indemnitee has been received by the Company, such Indemnitee may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expenses of prosecuting such claim, including reasonable attorneys’ fees. In any such action the Company shall have the burden of proving that such Indemnitee is not entitled to the requested indemnification or advancement of expenses under applicable law. (h) This Section 13 shall not limit the right of the Company, to the extent and in the manner permitted by law, to indemnify and to advance expenses to, and purchase and maintain insurance on behalf of, persons other than Indemnitees. (i) No amendment, modification or repeal of this Section 13 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 this Section 13 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.

Indemnification. (ai) To the fullest extent permitted by lawlaw but subject to the limitations expressly provided in this Agreement, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) Executive shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligationsjoint or several, penalties, settlements and reasonable expenses (including legal fees) fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which the Indemnitee Executive may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as (i) a Member of the Company or (ii) an officer, director, employee or agent of the Company or the Member or an affiliate thereof, regardless of whether the Indemnitee continues to be a Member or an officer, director, employee or agent of the Member or an affiliate thereof at the time any such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconduct. (b) The Company may purchase and maintain insurance on behalf of such persons as the Member shall determine, including any officers, against any liability that may be asserted against or expense that may be incurred by such person his activities in connection with the Company’s activitiesestablishment, regardless management or operations of any Covered Business, whether arising from acts or omissions to act occurring before or after the Company would have the power to indemnify such person against such liability under the provisions date of this Agreement; provided, however, that Executive shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which Executive is seeking indemnification pursuant to this Section 8(n), Executive acted in bad faith or engaged in fraud or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 8(n)(ix), the Company shall be required to indemnify Executive in connection with any action, suit or proceeding (or part thereof) commenced by Executive only if the commencement of such action, suit or proceeding (or part thereof) by Executive was authorized by the Company in its sole discretion. (cii) Expenses incurred by any Indemnitee in defending any claim with respect to which such Indemnitee may be entitled to indemnification by To the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum fullest extent permitted by law, expenses (including legal fees and expenses) incurred by Executive in appearing at, participating in or defending any indemnifiable claim, demand, action, suit or proceeding pursuant to Section 8(n) shall, from time to time, be advanced by the Company prior to the a final disposition of such claim, and non-appealable determination that Executive is not entitled to be indemnified upon receipt by the Company of a written an undertaking by or on behalf of such Indemnitee Executive to repay such amount if it ultimately shall be determined that Executive is not entitled to be indemnified pursuant to this Section 8(n). Notwithstanding the advanced amount immediately preceding sentence, except as otherwise provided in Section 8(n)(ix), the Company shall be required to indemnify an Executive pursuant to the immediately preceding sentence in connection with any action, suit or proceeding (or part thereof) commenced by Executive only if the commencement of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification action, suit or proceeding (or part thereof) by Executive was authorized by the Company under Section 17(a)in its sole discretion. (diii) The indemnification provided by this Section 8(n) shall be in addition to any other rights to which Executive may be entitled under any agreement, as a matter of law, in equity or otherwise, both as to actions in Executive’s capacity as Executive and as to actions in any other capacity, and shall continue as to Executive if he has ceased to serve in such capacity. (iv) Any indemnification pursuant to this Section 8(n) shall be made only out of the assets of the Company. In no event may Executive subject the members of the Company to personal liability by reason of the indemnification provisions set forth in this Agreement. (v) Executive shall not be denied indemnification in whole or in part under this Section 17 is 8(n) because Executive 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, the Agreement Among Principals or the Limited Liability Company Agreement of the Company. (vi) The provisions of this Section 8(n) are for the benefit of the Indemnitees Executive and his heirs, successors, assigns, executors and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. (vii) Executive shall, in the performance of his duties, be fully protected in relying in good faith upon the records of the Company and on such information, opinions, reports or statements presented to the Company by any of the officers, directors or employees of the Company, or committees of the Board, or by any other Person as to matters Executive, as the case may be, reasonably believes are within such other Person’s professional or expert competence. (viii) No amendment, modification or repeal of this Section 8(n) or any provision hereof shall in any manner terminate, reduce or impair the right of Executive to be indemnified by the Company, nor the obligations of the Company to indemnify Executive under and in accordance with the provisions of this Section 8(n) 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. (ix) If a claim for indemnification (following the final disposition of the action, suit or proceeding for which indemnification is being sought) or advancement of expenses under this Section 8(n) is not paid in full within thirty (30) days after a written claim therefor by Executive has been received by the Company, Executive may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expenses of prosecuting such claim, including reasonable attorneys’ fees.

Indemnification. (a) To the fullest extent permitted by lawLaw but subject to the limitations expressly provided in this Agreement, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments, liabilities, obligationsfines, penalties, interest, settlements and reasonable expenses (including legal fees) other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which the any such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its such person’s status as an Indemnitee; provided, that the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 6.5, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct, or in the case of a criminal matter, acted with knowledge that the Indemnitee’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 create a presumption that the Indemnitee acted in a manner contrary to that specified above. Any indemnification pursuant to this Section 6.5 shall be made only out of assets of the Company, it being agreed that a 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. (i) a Member To the fullest extent permitted by Law, expenses (including reasonable legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 6.5(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company 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 the Company or Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 6.5. (ii) The Company shall, to the fullest extent permitted under the Delaware LLC Act, pay or reimburse expenses incurred by an officer, director, employee Indemnitee in connection with the Indemnitee’s appearance as a witness or agent of other participation in a proceeding involving or affecting the Company or the Member or an affiliate thereof, regardless of whether at a time when the Indemnitee continues to be is not a Member named defendant or an officer, director, employee or agent of respondent in the Member or an affiliate thereof at the time any such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductproceeding. (b) The indemnification provided by this Section 6.5 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, 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; provided that the indemnification provided by this Section 6.5 shall be, after any indemnification provided pursuant to the MLP Agreement, the primary source of indemnification with respect to the matters addressed herein, without regard to other potential sources of indemnification, reimbursement or contribution (subject to applicable express provisions of any insurance policy to which the Company is a party). (c) The Company may purchase and maintain insurance insurance, on behalf of the members of the Board of Directors, the Officers and such persons other Persons as the Member Board of Directors shall determine, including any officers, against any liability that may be asserted against or expense that may be incurred by such person Person in connection with the Company’s activitiesactivities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such person Person against such liability under the provisions of this Agreement. (cd) Expenses incurred For purposes of this Section 6.5, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by any the Indemnitee of such Indemnitee’s duties to the Company also imposes duties on, or otherwise involves services by, the Indemnitee 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 6.5(a); and action taken or omitted by the Indemnitee with respect to an employee benefit plan in defending any claim the performance of such Indemnitee’s duties for a purpose reasonably believed by such Indemnitee to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is in, or not opposed to, the best interests of the Company. (e) An Indemnitee shall not be denied indemnification in whole or in part under this Section 6.5 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction was otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition terms of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)this Agreement. (df) The indemnification provided in provisions of this Section 17 is 6.5 are for the benefit of the Indemnitees Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. (g) No amendment, modification or repeal of this Section 6.5 or any provision hereof shall in any manner terminate, reduce or impair either the right of any past, present or future Indemnitee to be indemnified by the Company or the obligation of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 6.5 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, provided such Person became an Indemnitee hereunder prior to such amendment, modification or repeal. (h) Any act or omission performed or omitted by an Indemnitee on advice of legal counsel or an independent consultant who has been employed or retained by the Company shall be presumed to have been performed or omitted in good faith without gross negligence or willful misconduct. (i) THE PROVISIONS OF THE INDEMNIFICATION PROVIDED IN THIS SECTION 6.5 ARE INTENDED BY THE PARTIES TO APPLY EVEN IF SUCH PROVISIONS HAVE THE EFFECT OF EXCULPATING THE INDEMNITEE FROM LEGAL RESPONSIBILITY FOR THE CONSEQUENCES OF SUCH PERSON’S NEGLIGENCE, FAULT OR OTHER CONDUCT.

Indemnification. (a) A. To the fullest extent permitted by applicable law, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) Partnership shall be indemnified and held harmless by the Company indemnify each Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including, without limitation, attorney’s fees and other legal fees and expenses), judgments, liabilities, obligations, penaltiesfines, settlements and reasonable expenses (including legal fees) other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership (“Actions”) as set forth in this Agreement in which the such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise; provided, however, that the Partnership shall not indemnify an Indemnitee (i) if the act or omission of the Indemnitee was material to the matter giving rise to the Action and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful; or (iii) for any transaction for which such Indemnitee received an improper personal benefit in violation or breach of any provision of this Agreement; and provided, further, that (x) no payments pursuant to this Agreement shall be made by reason the Partnership to indemnify or advance funds to any Indemnitee with respect to any Action initiated or brought voluntarily by such Indemnitee (and not by way of defense) unless (I) approved or authorized by the Managing General Partner or (II) incurred to establish or enforce such Indemnitee’s right to indemnification under this Agreement, and (y) the Partnership shall not be liable for any expenses incurred by an Indemnitee in connection with one or more Actions or claims brought by the Partnership or involving such Indemnitee if such Indemnitee is found liable to the Partnership on any portion of any claim in any such Action. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnitee, pursuant to a loan guaranty or otherwise, for any Debt of the Partnership or any Subsidiary of the Partnership (including, without limitation, any Debt which the Partnership or any Subsidiary of the Partnership has assumed or taken subject to, and the Managing General Partner is hereby authorized and empowered, on behalf of the Partnership, to enter into one or more indemnity agreements consistent with the provisions of this Section 7.7 in favor of any Indemnitee having or potentially having liability for any such Debt. It is the intention of this Section 7.7.A that the Partnership indemnify each Indemnitee to the fullest extent permitted by law. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 7.7.A. The termination of any proceeding by conviction of an Indemnitee or upon a plea of nolo contendere or its status equivalent by an Indemnitee, or an entry of an order of probation against an Indemnitee prior to judgment, creates a rebuttable presumption that such Indemnitee acted in a manner contrary to that specified in this Section 7.7.A with respect to the subject matter of such proceeding. Any indemnification pursuant to this Section 7.7 shall be made only out of the assets of the Partnership, and neither the Managing General Partner nor any other Holder shall have any obligation to contribute to the capital of the Partnership or otherwise provide funds to enable the Partnership to fund its obligations under this Section 7.7. B. To the fullest extent permitted by law, expenses incurred by an Indemnitee who is a party to a proceeding or otherwise subject to or the focus of or is involved in any Action shall be paid or reimbursed by the Partnership as incurred by the Indemnitee in advance of the final disposition of the Action upon receipt by the Partnership of (i) a Member written affirmation by the Indemnitee of the Company or Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Partnership as authorized in Section 7.7A has been met, and (ii) an officer, director, employee a written undertaking by or agent on behalf of the Company Indemnitee to repay the amount if it shall ultimately be determined that the standard of conduct has not been met. C. The indemnification provided by this Section 7.7 shall be in addition to any other rights to which an Indemnitee or any other Person may be entitled under any agreement, pursuant to any vote of the Member Partners, as a matter of law or otherwise, and shall continue as to an affiliate thereofIndemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, regardless successors, assigns and administrators of whether the Indemnitee continues unless otherwise provided in a written agreement with such Indemnitee or in the writing pursuant to be a Member or an officer, director, employee or agent of the Member or an affiliate thereof at the time any which such liability or expense Indemnitee is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductindemnified. (b) D. The Company may Partnership may, but shall not be obligated to, purchase and maintain insurance insurance, on behalf of any of the Indemnitees and such persons other Persons as the Member Managing General Partner shall determine, including any officers, against any liability that may be asserted against or expense expenses that may be incurred by such person Person in connection with the CompanyPartnership’s activities, regardless of whether the Company Partnership would have the power to indemnify such person Person against such liability under the provisions of this Agreement. E. Any liabilities which an Indemnitee incurs as a result of acting on behalf of the Partnership, the Managing General Partner or the Special Limited Partner (cwhether as a fiduciary or otherwise) Expenses incurred in connection with the operation, administration or maintenance of an employee benefit plan or any related trust or funding mechanism (whether such liabilities are in the form of excise taxes assessed by the IRS, penalties assessed by the Department of Labor, restitutions to such a plan or trust or other funding mechanism or to a participant or beneficiary of such plan, trust or other funding mechanism, or otherwise) shall be treated as liabilities or judgments or fines under this Section 7.7, unless such liabilities arise as a result of (i) an act or omission of such Indemnitee that was material to the matter giving rise to the Action and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) in the case of any criminal proceeding, an act or omission that such Indemnitee had reasonable cause to believe was unlawful, or (iii) any transaction in defending which such Indemnitee received a personal benefit in violation or breach of any claim provision of this Agreement or applicable law. F. In no event may an Indemnitee subject any of the Holders to personal liability by reason of the indemnification provisions set forth in this Agreement. G. An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction was otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition terms of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)this Agreement. (d) H. The indemnification provided in provisions of this Section 17 is 7.7 are for the benefit of the Indemnitees Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. Any amendment, modification or repeal of this Section 7.7 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the Partnership’s liability to any Indemnitee under this Section 7.7 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. I. It is the intent of the parties that any amounts paid by the Partnership to the Managing General Partner pursuant to this Section 7.7 shall be treated as “guaranteed payments” within the meaning of Code Section 707(c).

Indemnification. (a) To the fullest extent permitted by lawlaw but subject to the limitations expressly provided in this Agreement, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) all Indemnitees shall be indemnified and held harmless by the Company Partnership from and against any and all losses, claims, damages, judgments, liabilities, obligationsjoint or several, penalties, settlements and reasonable expenses (including legal fees) fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which the any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (ior refraining to act) in such capacity; provided, that an Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a Member final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the Company matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or (ii) an officerengaged in fraud, directorwillful misconduct or, employee or agent in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 7.7 shall be made only out of the Company or the Member or an affiliate thereof, regardless of whether the Indemnitee continues to be a Member or an officer, director, employee or agent assets of the Member Partnership, it being agreed that the General Partner shall not be personally liable for such indemnification and shall have no obligation to contribute or an affiliate thereof at loan any monies or property to the time any Partnership to enable it to effectuate such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductindemnification. (b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7.7(a) in defending any claim, demand, action, suit or proceeding shall, upon receipt by the Partnership of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.7, be advanced by the Partnership, from time to time, prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7.7, the Indemnitee is not entitled to be indemnified. (c) The Company indemnification provided by this Section 7.7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the holders of Outstanding Limited Partner Interests, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity (including any capacity under the Contribution, Purchase and Sale Agreement and the Underwriting Agreement), 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. (d) The Partnership may purchase and maintain insurance (or reimburse the General Partner or its Affiliates for the cost of) insurance, on behalf of the General Partner, its Affiliates and such persons other Persons as the Member General Partner shall determine, including any officers, against any liability that may be asserted against against, or expense that may be incurred by by, such person Person in connection with the CompanyPartnership’s activitiesactivities or such Person’s activities on behalf of the Partnership, regardless of whether the Company Partnership would have the power to indemnify such person Person against such liability under the provisions of this Agreement. (ce) Expenses incurred For purposes of this Section 7.7, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by an Indemnitee of its duties to the Partnership also imposes duties on, or otherwise involves services by, the Indemnitee 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 7.7(a); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Partnership. (f) In no event may an Indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions set forth in defending any claim this Agreement. (g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction was otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition terms of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)this Agreement. (dh) The indemnification provided in provisions of this Section 17 is 7.7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. (i) No amendment, modification or repeal of this Section 7.7 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 Partnership, nor the obligations of the Partnership to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7.7 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.

Indemnification. (a) To The Company shall indemnify and hold harmless the Member and each Authorized Delegate (including, without limitation, each Director and Officer) to the fullest extent permitted by law, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) shall be indemnified and held harmless by the Company law from and against any and all damages, liabilities, losses, claims, damagescosts and expenses (including attorneys’ fees and disbursements), judgments, liabilitiesfines, obligationssettlements, penaltiesand other amounts (collectively, settlements and reasonable expenses (including legal fees“Costs”) arising from any and all claims, demands, actions, suits or proceedings, proceedings (civil, criminal, administrative or investigative) (collectively, “Actions”) in which the Indemnitee Member or such Authorized Delegate may be involved, or threatened to be involved, involved as a party or otherwise, by reason relating to the performance or nonperformance of its status as (i) a any act of such Member or Authorized Delegate concerning the activities of the Company or its subsidiaries; provided, however, that such indemnification (ii1) shall be for alleged acts or omissions made by the Member in its capacity as manager or member or an officerAuthorized Delegate in its official capacity and (2) shall include indemnification for negligence, directorbut exclude indemnification (A) for acts or omissions involving gross negligence, employee actual fraud or agent of willful misconduct or (B) with respect to any transaction from which the indemnitee derived an improper personal benefit. The right to indemnification conferred in this Section 13(a) shall include the right to be paid by the Company or the expenses (including attorneys’ fees) incurred in defending any action in advance of its final disposition (an “advancement of expenses”); provided, however, that the Company may require the indemnitee to provide an undertaking to repay all amounts advanced if it should be ultimately determined that the indemnitee is not entitled to be indemnified under this Section 13. The rights to indemnification and advancement of expenses hereunder shall not be exclusive of any other right that the Member or an affiliate thereofAuthorized Delegate may have or hereafter acquire under any statute, regardless agreement, action of whether the Indemnitee continues Member, vote of the Board, or otherwise. The right to indemnification and to the advancement of expenses conferred in this Section 13(a) shall continue as to an indemnitee who has ceased to be a Member or an officer, director, employee or agent Authorized Delegate and shall inure to the benefit of the Member or an affiliate thereof at the time any such liability or expense is paid or incurredindemnitee’s heirs, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductexecutors and administrators. (b) The Company, upon authorization by the Member or the Board, may grant rights to indemnification and advancement of expenses to any manager, employee or other agent of the Company to the full extent permitted by law. (c) The Company, at its expense, may maintain insurance to protect itself and any manager, Director, Officer, employee or other agent of the Company or any other limited liability company, corporation, partnership, joint venture, trust or other enterprise against any liability, loss or expense. The Company may purchase and maintain such insurance on behalf of such persons as the Member shall determine, including any officers, against any liability that may be asserted against or expense that may be incurred by such person in connection with the Company’s activities, regardless of whether the Company it would have the power to indemnify such person against such expense, liability or loss under the provisions of this Agreement. (c) Expenses incurred by any Indemnitee in defending any claim with respect to which such Indemnitee may be entitled to indemnification by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)Act. (d) The Notwithstanding the foregoing, any and all indemnification provided in and advancement of expenses obligations of the Company shall be satisfied only from the assets of the Company, and the Member shall have no liability or responsibility therefor. (e) Any amendment or modification of this Section 17 is for the benefit of the Indemnitees and 13 shall not be deemed to create adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to indemnification for any other personsthe time of such act or omission.

Indemnification. (a) To the fullest extent permitted by lawApplicable Law but subject to the limitations expressly provided in this Agreement, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) all Indemnitees shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligationsjoint or several, penalties, settlements and reasonable expenses (including legal fees) fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which the any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (ior refraining to act) a Member in such capacity on behalf of or for the benefit of the Company or (ii) an officerCompany; provided, directorhowever, employee or agent that the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the Company or the Member or an affiliate thereof, regardless of whether matter for which the Indemnitee continues is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 9.1 shall be a Member or an officer, director, employee or agent made only out of the Member assets of the Company, it being agreed that the Members shall not be personally liable for such indemnification and shall have no obligation to contribute or an affiliate thereof at loan any monies or property to the time any Company to enable it to effectuate such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductindemnification. (b) To the fullest extent permitted by Applicable Law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 9.1(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 9.1, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 9.1. (c) The indemnification provided by this Section 9.1 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law, in equity 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. (d) The Company may purchase and maintain (or reimburse its Affiliates for the cost of) insurance on behalf of the Indemnitees, the Company and its Affiliates and such persons other Persons as the Member Company shall determine, including any officers, against any liability that may be asserted against or expense that may be incurred by such person Person in connection with the Company’s activitiesactivities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such person Person against such liability under the provisions of this Agreement. (ce) Expenses incurred For purposes of this Section 9.1, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it 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 9.1; and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company. (f) In no event may an Indemnitee subject the Members to personal liability by reason of the indemnification provisions set forth in defending any claim this Agreement. (g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 9.1 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction was otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition terms of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)this Agreement. (dh) The indemnification provided in provisions of this Section 17 is 9.1 are for the benefit of the Indemnitees Indemnitees, their heirs, successors, assigns, executors and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. (i) No amendment, modification or repeal of this Section 9.1 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 this Section 9.1 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. (j) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO SECTION 9.1(a), THE PROVISIONS OF THE INDEMNIFICATION PROVIDED IN THIS SECTION 9.1 ARE INTENDED BY THE PARTIES TO APPLY EVEN IF SUCH PROVISIONS HAVE THE EFFECT OF EXCULPATING THE INDEMNITEE FROM LEGAL RESPONSIBILITY FOR THE CONSEQUENCES OF SUCH PERSON’S NEGLIGENCE, FAULT OR OTHER CONDUCT.

Indemnification. (a) To the fullest extent permitted by lawApplicable Law but subject to the limitations expressly provided in this Agreement, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) all Indemnitees shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligationsjoint or several, penalties, settlements and reasonable expenses (including legal fees) fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which the any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (ior refraining to act) a Member in such capacity on behalf of or for the benefit of the Company or (ii) an officerCompany; provided, directorhowever, employee or agent that the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the Company or the Member or an affiliate thereof, regardless of whether matter for which the Indemnitee continues is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in intentional fraud, willful misconduct (including a willful breach of this Agreement) or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 9.1 shall be a Member or an officer, director, employee or agent made only out of the Member assets of the Company, it being agreed that the Members shall not be personally liable for such indemnification and shall have no obligation to contribute or an affiliate thereof at loan any monies or property to the time any Company to enable it to effectuate such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductindemnification. (b) To the fullest extent permitted by Applicable Law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 9.1(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 9.1, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 9.1. (c) The indemnification provided by this Section 9.1 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law, in equity 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. (d) The Company may purchase and maintain (or reimburse its Affiliates for the cost of) insurance on behalf of the Indemnitees, the Company and its Affiliates and such persons other Persons as the Member Company shall determine, including any officers, against any liability that may be asserted against or expense that may be incurred by such person Person in connection with the Company’s activitiesactivities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such person Person against such liability under the provisions of this Agreement. (ce) Expenses incurred For purposes of this Section 9.1, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it 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 9.1; and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company. (f) In no event may an Indemnitee subject the Members to personal liability by reason of the indemnification provisions set forth in defending any claim this Agreement. (g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 9.1 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction was otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition terms of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)this Agreement. (dh) The indemnification provided in provisions of this Section 17 is 9.1 are for the benefit of the Indemnitees Indemnitees, their heirs, successors, assigns, executors and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. (i) No amendment, modification or repeal of this Section 9.1 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 this Section 9.1 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. (j) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO SECTION 9.1(a), THE PROVISIONS OF THE INDEMNIFICATION PROVIDED IN THIS SECTION 9.1 ARE INTENDED BY THE PARTIES TO APPLY EVEN IF SUCH PROVISIONS HAVE THE EFFECT OF EXCULPATING THE INDEMNITEE FROM LEGAL RESPONSIBILITY FOR THE CONSEQUENCES OF SUCH PERSON’S NEGLIGENCE, FAULT OR OTHER CONDUCT.

Indemnification. (a) To the fullest extent permitted by lawApplicable Law but subject to the limitations expressly provided in this Agreement, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) all Indemnitees shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligationsjoint or several, penalties, settlements and reasonable expenses (including legal fees) fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which the any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (ior refraining to act) a Member in such capacity on behalf of or for the benefit of the Company or (ii) an officerCompany; provided, directorhowever, employee or agent that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the Company or the Member or an affiliate thereof, regardless of whether matter for which the Indemnitee continues is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 9.1 shall be a Member or an officer, director, employee or agent made only out of the assets of the Company, it being agreed that no Member shall be personally liable for such indemnification and shall have no obligation to contribute or an affiliate thereof at loan any monies or property to the time any Company to enable it to effectuate such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductindemnification. (b) To the fullest extent permitted by Applicable Law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 9.1(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 9.1, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 9.1. (c) The indemnification provided by this Section 9.1 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law, in equity 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. (d) The Company may purchase and maintain (or reimburse its Affiliates for the cost of) insurance on behalf of the Indemnitees, the Company and its Affiliates and such persons other Persons as the Member Company shall determine, including any officers, against any liability that may be asserted against against, or expense that may be incurred by by, such person Person in connection with the Company’s activitiesactivities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such person Person against such liability under the provisions of this Agreement. (ce) Expenses incurred For purposes of this Section 9.1, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it 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 this Section 9.1; and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company. (f) In no event may an Indemnitee subject the Members to personal liability by reason of the indemnification provisions set forth in defending any claim this Agreement. (g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 9.1 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction was otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition terms of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)this Agreement. (dh) The indemnification provided in provisions of this Section 17 is 9.1 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. (i) Any amendment, modification or repeal of this Section 9.1 or any provision hereof shall be prospective only and shall not in any way 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 this Section 9.1 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. (j) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO SECTION 9.1(a), THE PROVISIONS OF THE INDEMNIFICATION PROVIDED IN THIS SECTION 9.1 ARE INTENDED BY THE PARTIES TO APPLY EVEN IF SUCH PROVISIONS HAVE THE EFFECT OF EXCULPATING THE INDEMNITEE FROM LEGAL RESPONSIBILITY FOR THE CONSEQUENCES OF SUCH PERSON’S NEGLIGENCE, FAULT OR OTHER CONDUCT.

Indemnification. (a) As of the Effective Time, the indemnification and exculpation provisions contained in the Bylaws and the Articles of Incorporation of the Surviving Corporation shall be at least as favorable to individuals who immediately prior to the Closing Date were directors, officers, agents or employees of the Company or otherwise entitled to indemnification under the Company's Bylaws or Articles of Incorporation (an "Indemnified Party") as those contained in the Bylaws and the Articles of Incorporation of the Company, respectively, and shall not be amended, repealed or otherwise modified for a period of six years after the Closing Date in any manner that would adversely affect the rights thereunder of any Indemnified Party. The Company hereby covenants that it shall, to the fullest extent permitted under Minnesota law and regardless of whether the Merger becomes effective, indemnify, defend and hold harmless, and after the Effective Time, Purchaser and the Surviving Corporation shall jointly and severally, to the fullest extent permitted under Delaware law, indemnify, defend and hold harmless, each Indemnified Party against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, including, without limitation, liabilities arising out of this Agreement or under the Securities Exchange Act, occurring through the Closing Date, and in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, promptly as statements therefor are received, and (ii) the Company and the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that neither the Company nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and provided, further, that neither the Company nor the Surviving Corporation shall be obliged pursuant to this Section 5.7 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the outcome of such action. Purchaser shall cause the Surviving Corporation to reimburse all expenses, including reasonable attorney's fees and expenses, incurred by any person to enforce the obligations of Purchaser and the Surviving Corporation under this Section 5.7. To the fullest extent permitted by law, Purchaser shall cause the Member and Surviving Corporation to advance expense in connection with the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligations, penalties, settlements and reasonable expenses (including legal fees) arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, by reason of its status as (i) a Member of the Company or (ii) an officer, director, employee or agent of the Company or the Member or an affiliate thereof, regardless of whether the Indemnitee continues to be a Member or an officer, director, employee or agent of the Member or an affiliate thereof at the time any such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductforegoing indemnification. (b) The Company may purchase and maintain insurance on behalf If the Surviving Corporation or any of such persons as the Member shall determine, including its successors or assigns (i) consolidates with or merges into any officers, against any liability that may be asserted against or expense that may be incurred by such other person in connection with the Company’s activities, regardless of whether the Company would have the power to indemnify such person against such liability under the provisions of this Agreement. (c) Expenses incurred by any Indemnitee in defending any claim with respect to which such Indemnitee may be entitled to indemnification by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a). (d) The indemnification provided in this Section 17 is for the benefit of the Indemnitees and shall not be deemed the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to create any right to indemnification for any other personsperson, then and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation assume the obligations set forth in this Section 5.7.

Indemnification. Subject to the limitations set forth herein and in Section 6 hereof, the Corporation hereby agrees to indemnify Indemnitee as follows: The Corporation shall, with respect to any Proceeding (aas hereinafter defined) To associated with Indemnitee’s being an Agent of the Corporation, indemnify Indemnitee to the fullest extent permitted by lawapplicable law and the Certificate of Incorporation of the Corporation in effect on the date hereof or as such law or Certificate of Incorporation may from time to time be amended (but, in the case of any such amendment, only to the extent such amendment permits the Corporation to provide broader indemnification rights than the law or Certificate of Incorporation permitted the Corporation to provide before such amendment). The right to indemnification conferred herein and in the Certificate of Incorporation shall be presumed to have been relied upon by Indemnitee in serving or continuing to serve the Corporation as an Agent and shall be enforceable as a contract right. Without in any way diminishing the scope of the indemnification provided by this Section 2, the Member Corporation will indemnify Indemnitee to the full extent permitted by law if and the officers, directors, employees and agents of the Company wherever Indemnitee is or the Member was a party or an affiliate thereof (individually, an “Indemnitee”) shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligations, penalties, settlements and reasonable expenses (including legal fees) arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or is threatened to be involved, as made a party to any Proceeding, including any such Proceeding brought by or otherwisein the right of the Corporation, by reason of its status as (i) a Member the fact that Indemnitee is or was an Agent or by reason of the Company anything done or (ii) an officer, director, employee or agent of the Company or the Member or an affiliate thereof, regardless of whether the not done by Indemnitee continues to be a Member or an officer, director, employee or agent of the Member or an affiliate thereof at the time any in such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconduct. (b) The Company may purchase and maintain insurance on behalf of such persons as the Member shall determine, including any officerscapacity, against any liability that may be asserted against or expense that may be Expenses (as hereinafter defined) and Liabilities (as hereinafter defined) actually and reasonably incurred by such person Indemnitee or on his or her behalf in connection with the Company’s activitiesinvestigation, regardless defense, settlement or appeal of whether such Proceeding. In addition to, and not as a limitation of, the Company would have foregoing, the power rights of indemnification of Indemnitee provided under this Agreement shall include those rights set forth in Sections 3 and 8 below. Notwithstanding the foregoing, the Corporation shall be required to indemnify such person against such liability Indemnitee in connection with a Proceeding commenced by Indemnitee (other than a Proceeding commenced by Indemnitee to enforce Indemnitee’s rights under the provisions of this Agreement. (c) Expenses incurred by any Indemnitee in defending any claim with respect to which only if the commencement of such Indemnitee may be entitled to indemnification Proceeding was authorized by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition Board of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)Directors. (d) The indemnification provided in this Section 17 is for the benefit of the Indemnitees and shall not be deemed to create any right to indemnification for any other persons.

Indemnification. (a) To the fullest extent permitted by lawApplicable Law but subject to the limitations expressly provided in this Agreement, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) all Indemnitees shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligationsjoint or several, penalties, settlements and reasonable expenses (including legal fees) fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which the any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (ior refraining to act) a Member in such capacity on behalf of or for the benefit of the Company or (ii) an officerCompany; provided, directorhowever, employee or agent that the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the Company or the Member or an affiliate thereof, regardless of whether matter for which the Indemnitee continues is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 9.1 shall be a Member or an officer, director, employee or agent made only out of the Member assets of the Company, it being agreed that the Members shall not be personally liable for such indemnification and shall have no obligation to contribute or an affiliate thereof at loan any monies or property to the time any Company to enable it to effectuate such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductindemnification. (b) To the fullest extent permitted by Applicable Law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 9.1(a) in appearing at, participating in or defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 9.1, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 9.1. (c) The indemnification provided by this Section 9.1 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law, in equity 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. (d) The Company may purchase and maintain (or reimburse its Affiliates for the cost of) insurance on behalf of the Indemnitees, the Company and its Affiliates and such persons other Persons as the Member Company shall determine, including any officers, against any liability that may be asserted against or expense that may be incurred by such person Person in connection with the Company’s activitiesactivities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such person Person against such liability under the provisions of this Agreement. (ce) Expenses incurred For purposes of this Section 9.1, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it 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 9.1; and action taken or omitted by an Indemnitee with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company. (f) In no event may an Indemnitee subject the Members to personal liability by reason of the indemnification provisions set forth in defending any claim this Agreement. (g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 9.1 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction was otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition terms of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)this Agreement. (dh) The indemnification provided in provisions of this Section 17 is 9.1 are for the benefit of the Indemnitees Indemnitees, their heirs, successors, assigns, executors and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. (i) No amendment, modification or repeal of this Section 9.1 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 this Section 9.1 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. (j) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO SECTION 9.1(a), THE PROVISIONS OF THE INDEMNIFICATION PROVIDED IN THIS SECTION 9.1 ARE INTENDED BY THE PARTIES TO APPLY EVEN IF SUCH PROVISIONS HAVE THE EFFECT OF EXCULPATING THE INDEMNITEE FROM LEGAL RESPONSIBILITY FOR THE CONSEQUENCES OF SUCH PERSON’S NEGLIGENCE, FAULT OR OTHER CONDUCT.

Indemnification. (a) To the fullest extent permitted by lawlaw but subject to the limitations expressly provided in this Agreement, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) all Indemnitees shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligationsjoint or several, penalties, settlements and reasonable expenses (including legal fees) fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which the any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as (i) an Indemnitee; provided, that in each case the Indemnitee acted in good faith and in a Member manner that such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe its conduct was unlawful. The termination of any action, suit or (ii) an officerproceeding by judgment, directororder, employee settlement, conviction or agent upon a plea of nolo contendere, or its equivalent, shall not create a presumption that the Indemnitee acted in a manner contrary to that specified above. Any indemnification pursuant to this Section 10.1 shall be made only out of the Company or the Member or an affiliate thereof, regardless of whether the Indemnitee continues to be a Member or an officer, director, employee or agent assets of the Member or an affiliate thereof at the time any such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductCompany. (b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 10.1(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 10.1. (c) The indemnification provided by this Section 10.1 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, 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. (d) The Company may purchase and maintain insurance on behalf of the Company, its Affiliates and such persons other Persons as the Member Company shall determine, including any officers, against any liability that may be asserted against or expense that may be incurred by such person Person in connection with the Company’s activitiesactivities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such person Person against such liability under the provisions of this Agreement. (ce) Expenses incurred For purposes of this Section 10.1, (i) the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; (ii) 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 10.1(a); and (iii) action taken or omitted by the Indemnitee with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it 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. (f) An Indemnitee shall not be denied indemnification in defending any claim whole or in part under this Section 10.1 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction was otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition terms of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)this Agreement. (dg) The indemnification provided in provisions of this Section 17 is 10.1 are for the benefit of the Indemnitees Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. (h) No amendment, modification or repeal of this Section 10.1 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 this Section 10.1 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.

Indemnification. (a) To the fullest extent permitted by law, but subject to the Member and the officerslimitations expressly provided in this Agreement, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) all Indemnitees shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligationswhether joint or several, penalties, settlements and reasonable expenses (including legal fees) fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which the any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as (i) the Indemnitee’s serving or having served, or taking or having taken any action or inaction in, any capacity that causes or caused the Indemnitee to be an Indemnitee; provided, however, that the Indemnitee shall not be indemnified and held harmless if there has been a Member final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the Company matter for which the Indemnitee is seeking indemnification pursuant to this Section 9.01, the Indemnitee acted in bad faith, engaged in fraud or (ii) an officerwillful misconduct or, directorin the case of a criminal matter, employee or agent acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 9.01 shall be made only out of the Company or the Member or an affiliate thereof, regardless of whether the Indemnitee continues to be a Member or an officer, director, employee or agent assets of the Member Company, it being agreed that the Members shall not be liable for such indemnification and shall have no obligation to contribute or an affiliate thereof at loan any monies or property to the time any Company to enable it to effectuate such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductindemnification. (b) The Company may purchase and maintain insurance on behalf of such persons as To the Member shall determine, including any officers, against any liability that may be asserted against or expense that may be incurred by such person in connection with the Company’s activities, regardless of whether the Company would have the power to indemnify such person against such liability under the provisions of this Agreement. (c) Expenses incurred by any Indemnitee in defending any claim with respect to which such Indemnitee may be entitled to indemnification by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 9.01(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding, upon receipt by the Company of a written any undertaking by or on behalf of such the Indemnitee to repay the advanced such amount of such expenses unless if it is shall be determined ultimately that the Indemnitee is not entitled to be indemnified as authorized in this Section 9.01. (c) The indemnification provided by this Section 9.01 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law or otherwise, both as to actions in the Company under Section 17(a)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. (d) The indemnification provided Company may purchase and maintain insurance on behalf of the Company, its Affiliates, the Board, the Officers and such other Persons as the Board 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. (e) For purposes of this Section 17 9.01, (i) the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by the Indemnitee of its duties to the Company also imposes duties on, or otherwise involves services by, the Indemnitee to the plan or participants or beneficiaries of the plan; (ii) 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 9.01(a); and (iii) action taken or omitted by the Indemnitee with respect to any employee benefit plan in the performance of the Indemnitee’s duties for a purpose reasonably believed by such Indemnitee to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company. (f) An Indemnitee shall not be denied indemnification in whole or in part under this Section 9.01 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. (g) The provisions of this Section 9.01 are for the benefit of the Indemnitees Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. (h) No amendment, modification or repeal of this Section 9.01 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to indemnification be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 9.01 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. (i) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Members or any other Persons who have acquired limited liability company interests in the Company or are otherwise bound by this Agreement, for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee 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 Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal. (j) Subject to its obligations and duties as set forth in Article VI, the Board and any committee thereof may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through the Company’s Officers or agents, and neither the Board nor any committee thereof shall be responsible for any misconduct or negligence on the part of any such Officer or agent appointed by the Board or any committee thereof in good faith. (k) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company, such Indemnitee, acting in connection with the Company’s business or affairs, shall not be liable to the Company or to any Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or otherwise modify or eliminate the duties and liabilities of an Indemnitee otherwise existing at law or in equity, are agreed by the Members to replace such other personsduties and liabilities of such Indemnitee. (l) Any amendment, modification or repeal of subsections (i), (j) (k) or (l) of this Section 9.01 shall be prospective only and shall not in any way affect the limitations on liability under such subsections 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.

Indemnification. (a) To the fullest extent permitted by law, the Member Borrower hereby indemnifies and the officers, directors, employees agrees to hold harmless and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) shall be indemnified and held harmless by the Company defend all Indemnified Persons from and against any and all lossesIndemnified Claims. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED CLAIMS ARE IN ANY WAY OR TO ANY EXTENT OWED, claimsIN WHOLE OR IN PART, damagesUNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, judgmentsOR ARE CAUSED, liabilitiesIN WHOLE OR IN PART, obligationsBY ANY NEGLIGENT ACT OR OMISSION OF ANY INDEMNIFIED PERSON, penalties, settlements and reasonable expenses (including legal fees) arising from but shall exclude any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, by reason of its status as (i) a Member of the Company or (ii) an officer, director, employee or agent of the Company or the Member or an affiliate thereof, regardless of whether the Indemnitee continues to be a Member or an officer, director, employee or agent of the Member or an affiliate thereof at the time any foregoing resulting from such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted Indemnified Person's gross negligence or willful misconduct. (b) The Company may purchase . If Borrower or any third party ever alleges any gross negligence or willful misconduct by any Indemnified Person, the indemnification provided for in this Section shall nonetheless be paid upon demand, subject to later adjustment or reimbursement, until such time as a court of competent jurisdiction enters a final judgment as to the extent and maintain insurance on behalf affect of such persons as the Member shall determinealleged gross negligence or willful misconduct. Upon notification and demand, including Borrower agrees to provide defense of any officers, Indemnified Claim and to pay all costs and expenses of counsel selected by any Indemnified Person in respect thereof. Any Indemnified Person against whom any liability that Indemnified Claim may be asserted against reserves the right to settle or expense that compromise any such Indemnified Claim as such Indemnified Person may determine in its sole discretion, and the obligations of such Indemnified Person, if any, pursuant to any such settlement or compromise shall be incurred by such person deemed included within the Indemnified Claims. Except as specifically provided in connection with this Section, Borrower waives all notices from any Indemnified Person. The provisions of this Section shall survive the Company’s activities, regardless of whether the Company would have the power to indemnify such person against such liability under the provisions termination of this Agreement. (c) Expenses incurred by any Indemnitee in defending any claim with respect to which such Indemnitee may be entitled to indemnification by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a). (d) The indemnification provided in this Section 17 is for the benefit of the Indemnitees and shall not be deemed to create any right to indemnification for any other persons.

Indemnification. (a) To the fullest extent permitted by lawApplicable Law but subject to the limitations expressly provided in this Agreement, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) all Indemnitees shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligationsjoint or several, penalties, settlements and reasonable expenses (including legal fees) fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which the any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (ior refraining to act) a Member in such capacity on behalf of or for the benefit of the Company or (ii) an officerCompany; provided, directorhowever, employee or agent that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the Company or the Member or an affiliate thereof, regardless of whether matter for which the Indemnitee continues is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 9.1 shall be a Member or an officer, director, employee or agent made only out of the assets of the Company, it being agreed that no Member shall be personally liable for such indemnification and shall have no obligation to contribute or an affiliate thereof at loan any monies or property to the time any Company to enable it to effectuate such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductindemnification. (b) To the fullest extent permitted by Applicable Law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 9.1(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 9.1, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 9.1. (c) The indemnification provided by this Section 9.1 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law, in equity 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. (d) The Company may purchase and maintain (or reimburse its Affiliates for the cost of) insurance on behalf of the Indemnitees, the Company and its Affiliates and such persons other Persons as the Member Company shall determine, including any officers, against any liability that may be asserted against or expense that may be incurred by such person Person in connection with the Company’s activitiesactivities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such person Person against such liability under the provisions of this Agreement. (ce) Expenses incurred For purposes of this Section 9.1, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it 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 this Section 9.1; and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company. (f) In no event may an Indemnitee subject the Members to personal liability by reason of the indemnification provisions set forth in defending any claim this Agreement. (g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 9.1 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction was otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition terms of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)this Agreement. (dh) The indemnification provided in provisions of this Section 17 is 9.1 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. (i) Any amendment, modification or repeal of this Section 9.1 or any provision hereof shall be prospective only and shall not in any way 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 this Section 9.1 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. (j) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO SECTION 9.1(a), THE PROVISIONS OF THE INDEMNIFICATION PROVIDED IN THIS SECTION 9.1 ARE INTENDED BY THE PARTIES TO APPLY EVEN IF SUCH PROVISIONS HAVE THE EFFECT OF EXCULPATING THE INDEMNITEE FROM LEGAL RESPONSIBILITY FOR THE CONSEQUENCES OF SUCH PERSON’S NEGLIGENCE, FAULT OR OTHER CONDUCT.

Indemnification. (a) To the fullest extent permitted by lawlaw but subject to the limitations expressly provided in this Agreement, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) all Indemnitees shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligationsjoint or several, penalties, settlements and reasonable expenses (including legal fees) fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which the any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as (i) an Indemnitee; provided, that the Indemnitee shall not be indemnified and held harmless if there has been a Member final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the Company matter for which the Indemnitee is seeking indemnification pursuant to this Section 4.5, the Indemnitee acted in bad faith or (ii) an officerengaged in fraud, directorwillful misconduct or gross negligence or, employee or agent in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 4.5 shall be made only out of the Company or the Member or an affiliate thereof, regardless of whether the Indemnitee continues to be a Member or an officer, director, employee or agent assets of the Member Company, it being agreed that the Members shall not be personally liable for such indemnification and shall have no obligation to contribute or an affiliate thereof at loan any monies or property to the time any Company to enable it to effectuate such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductindemnification. (b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to this Section 4.5 in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a determination that the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 4.5. (c) The indemnification provided by this Section 4.5 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, 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. (d) The Company may purchase and maintain insurance (or reimburse any Member or its Affiliates for the cost of) insurance, on behalf of any Member, its Affiliates and such persons other Persons as the Managing Member shall determine, including any officers, against any liability that may be asserted against against, or expense that may be incurred by by, such person Person in connection with the Company’s activitiesactivities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such person Person against such liability under the provisions of this Agreement. (ce) Expenses incurred For purposes of this Section 4.5, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it 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 4.5(a); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company. (f) In no event may an Indemnitee subject any of the Members to personal liability by reason of the indemnification provisions set forth in defending any claim this Agreement. (g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 4.5 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction was otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition terms of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)this Agreement. (dh) The indemnification provided in provisions of this Section 17 is 4.5 are for the benefit of the Indemnitees Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. (i) No amendment, modification or repeal of this Section 4.5 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 this Section 4.5 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.

Indemnification. Subject to the limitations set forth herein and in --------------- Section 6 hereof, the Corporation hereby agrees to indemnify Indemnitee as follows: The Corporation shall, with respect to any Proceeding (aas hereinafter defined) To associated with Indemnitee's being an Agent of the Corporation, indemnify Indemnitee to the fullest extent permitted by lawapplicable law and the Certificate of Incorporation of the Corporation in effect on the date hereof or as such law or Certificate of Incorporation may from time to time be amended (but, in the case of any such amendment, only to the extent such amendment permits the Corporation to provide broader indemnification rights than the law or Certificate of Incorporation permitted the Corporation to provide before such amendment). The right to indemnification conferred herein and in the Certificate of Incorporation shall be presumed to have been relied upon by Indemnitee in serving or continuing to serve the Corporation as an Agent and shall be enforceable as a contract right. Without in any way diminishing the scope of the indemnification provided by this Section 2, the Member Corporation will indemnify Indemnitee to the full extent permitted by law if and the officers, directors, employees and agents of the Company wherever Indemnitee is or the Member was a party or an affiliate thereof (individually, an “Indemnitee”) shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligations, penalties, settlements and reasonable expenses (including legal fees) arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or is threatened to be involved, as made a party to any Proceeding, including any such Proceeding brought by or otherwisein the right of the Corporation, by reason of its status as (i) a Member the fact that Indemnitee is or was an Agent or by reason of the Company anything done or (ii) an officer, director, employee or agent of the Company or the Member or an affiliate thereof, regardless of whether the not done by Indemnitee continues to be a Member or an officer, director, employee or agent of the Member or an affiliate thereof at the time any in such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconduct. (b) The Company may purchase and maintain insurance on behalf of such persons as the Member shall determine, including any officerscapacity, against any liability that may be asserted against or expense that may be Expenses (as hereinafter defined) and Liabilities (as hereinafter defined) actually and reasonably incurred by such person Indemnitee or on his or her behalf in connection with the Company’s activitiesinvestigation, regardless defense, settlement or appeal of whether such Proceeding. In addition to, and not as a limitation of, the Company would have foregoing, the power rights of indemnification of Indemnitee provided under this Agreement shall include those rights set forth in Sections 3 and 8 below. Notwithstanding the foregoing, the Corporation shall be required to indemnify such person against such liability Indemnitee in connection with a Proceeding commenced by Indemnitee (other than a Proceeding commenced by Indemnitee to enforce Indemnitee's rights under the provisions of this Agreement. (c) Expenses incurred by any Indemnitee in defending any claim with respect to which only if the commencement of such Indemnitee may be entitled to indemnification Proceeding was authorized by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition Board of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)Directors. (d) The indemnification provided in this Section 17 is for the benefit of the Indemnitees and shall not be deemed to create any right to indemnification for any other persons.

Indemnification. (a) To the fullest extent permitted by lawlaw but subject to the limitations expressly provided in this Agreement, the Member each Series shall indemnify and the officers, directors, employees and agents hold harmless all of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) shall be indemnified and held harmless by the Company such Series’ Indemnitees from and against any and all losses, claims, damages, judgments, liabilities, obligationsjoint or several, penalties, settlements and reasonable expenses (including legal feesfees and expenses), judgments, fines, penalties, interest, settlements or other amounts (“Damages”) arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigativeinvestigative (“Claims”), in which the any such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its management of the affairs of such Series or by reason of its status as (i) an Indemnitee of such Series, that relates to or arises out of such Series, its property, its business or its affairs; provided, that the Indemnitee shall not be indemnified and held harmless if there has been a Member final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the Company matter for which the Indemnitee is seeking indemnification pursuant to this Section 7.13, the Indemnitee acted in bad faith or (ii) an officerengaged in fraud, directorwillful misconduct or, employee or agent in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 7.13 shall be made only out of the Company or the Member or an affiliate thereof, regardless of whether the Indemnitee continues to be a Member or an officer, director, employee or agent assets of the Member indemnifying Series, it being agreed that, except as provided in Section 11.7, no Partner shall be personally liable for such indemnification nor shall any Partner have any obligation to contribute or an affiliate thereof at the time loan any monies or property to such liability or expense is paid or incurred, unless the act or failure Series to act giving rise enable it to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconducteffectuate such indemnification. (b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7.13(a) in defending any Claim shall, from time to time, be advanced by the indemnifying Series prior to a determination that the Indemnitee is not entitled to be indemnified upon receipt by such Series of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 7.13. (c) The Company indemnification provided by this Section 7.13 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of a Majority in Interest of Partnership Interests, in the case of the Series AC and the Series LH, or a Supermajority Interest of the Partnership Interests, in the case of the Series EA and the Series ME, 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. (d) Any Series may purchase and maintain insurance (or reimburse such Series’ General Partners or their Affiliates for the cost of) insurance, on behalf of such persons Series’ General Partners, their Affiliates and such other Persons as the Member such Series’ General Partners shall determine, including any officers, against any liability that may be asserted against against, or expense that may be incurred by by, such person Person in connection with the Companysuch Series’ activities or such Person’s activitiesactivities on behalf of such Series, regardless of whether the Company such Series would have the power to indemnify such person Person against such liability under the provisions of this Agreement. (ce) Expenses incurred In no event may an Indemnitee subject any Partner to personal liability by any reason of the indemnification provisions set forth in this Agreement. (f) An Indemnitee shall not be denied indemnification in defending any claim whole or in part under this Section 7.13 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction was otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, terms of this Agreement with respect to the maximum extent permitted by law, be advanced by the Company prior to the final disposition of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)indemnifying Series. (dg) The indemnification provided in provisions of this Section 17 is 7.13 are for the benefit of the Indemnitees Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. (h) No amendment, modification or repeal of this Section 7.13 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 a Series, nor the obligations of such Series to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7.13 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. (i) The provisions of this Section 7.13 shall not be construed to limit the power of any Series to indemnify an Indemnitee of such Series to the fullest extent permitted by law or to enter into specific agreements, commitments or arrangements for indemnification permitted by law. The absence of any express provision for indemnification herein shall not limit any right of indemnification existing independently of this Section 7.13.

Indemnification. (a) To the fullest extent permitted by law, the Member Fund will, subject to Section 12(c) of this Agreement, indemnify the Investment Manager (including for this purpose each officer, director, member, partner, principal, employee or agent of, or any person who controls, is controlled by or is under common control with, the Investment Manager, and the officerstheir respective executors, directorsheirs, employees and agents of the Company assigns, successors or the Member or other legal representatives) (each such person being referred to as an affiliate thereof (individually, an “Indemnitee”"indemnitee") shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, costs and expenses ("Losses," and individually, a "Loss") arising by reason of being or having been Investment Manager to the Fund, or the past or present performance of services to the Fund in accordance with this Agreement by the indemnitee, except to the extent that the Loss has been determined in a final judicial decision on the merits from which no further right of appeal may be taken in any action, suit, investigation or other proceeding, whether civil or criminal ("Action"), to have been incurred or suffered by the indemnitee by reason of willful misfeasance, bad faith, negligence, or reckless disregard of the duties involved in the conduct of the indemnitee's office ("disabling conduct"). Losses include, but are not limited to, amounts paid in satisfaction of judgments, liabilitiesin compromise, obligations, or as fines or penalties, settlements and reasonable counsel fees and expenses (including legal fees) arising from incurred in connection with the defense or disposition of any and all claimsAction before any judicial, demands, actions, suits or proceedings, civil, criminalarbitral, administrative or investigativelegislative body, in which the Indemnitee indemnitee may be involved, or threatened to be involved, may have been involved as a party or otherwise, by reason or with which the indemnitee may be or may have been threatened, while in office or thereafter. The rights of its status as (i) a Member of the Company or (ii) an officer, director, employee or agent of the Company or the Member or an affiliate thereof, regardless of whether the Indemnitee continues indemnification provided under this Section 12 are not to be a Member or construed so as to provide for indemnification of an officerindemnitee for any liability (including liability under U.S. federal securities laws that, directorunder certain circumstances, employee or agent impose liability even on persons that act in good faith) to the extent (but only to the extent) that indemnification of the Member or an affiliate thereof at the time any such liability or expense is paid or incurredwould be in violation of applicable law, unless but will be construed so as to effectuate the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductapplicable provisions of this Section 12. (b) The Company may purchase and maintain insurance on behalf of such persons as the Member shall determineExpenses, including any officerscounsel fees and expenses, against any liability that may be asserted against or expense that may be incurred by such person in connection with the Company’s activities, regardless of whether the Company would have the power to indemnify such person against such liability under the provisions of this Agreement. (c) Expenses incurred by any Indemnitee indemnitee (but excluding amounts paid in defending any claim with respect to which such Indemnitee satisfaction of judgments, in compromise, or as fines or penalties) may be entitled paid from time to indemnification time by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to Fund in advance of the final disposition of such claim, any Action upon receipt of a written an undertaking by or on behalf of such Indemnitee the indemnitee to repay to the advanced amount Fund amounts paid if a determination is made that indemnification of such the expenses unless it is determined ultimately not authorized under Section 12(a) of this Agreement, so long as (1) the indemnitee provides security for the undertaking, (2) the Fund is insured by or on behalf of the indemnitee against Losses arising by reason of the indemnitee's failure to fulfill his, her or its undertaking, or (3) a majority of the directors (each, a "Director," and collectively, the "Directors") of the Fund who are not "interested persons" (as that term is defined in the 1940 Act) ("Independent Directors") (excluding any Director who is either seeking advancement of expenses under this Agreement or is or has been a party to any other Action involving claims similar to those involved in the Action giving rise to a claim for advancement of expenses under this Agreement) or independent legal counsel in a written opinion determines, based on a review of readily available facts (as opposed to a full trial-type inquiry), that reason exists to believe that the Indemnitee is indemnitee ultimately will be entitled to indemnification. (c) With respect to the disposition of any Action (whether by a compromise payment, pursuant to a consent decree or otherwise) without a final decision on the merits by a court, or by any other body before which the Action has been brought, that an indemnitee was liable to the Fund or its Members by reason of disabling conduct, indemnification will be provided in accordance with Section 12(a) of this Agreement if (1) the indemnification is approved as in the best interests of the Fund by a majority of the Company Independent Directors (excluding any Director who is either seeking indemnification under Section 17(athis Agreement or is or has been a party to any other Action involving claims similar to those involved in the Action giving rise to a claim for indemnification under this Agreement) upon a determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that the indemnitee acted in good faith and in the reasonable belief that the actions were in the best interests of the Fund and that the indemnitee is not liable to the Fund or its Members by reason of disabling conduct, or (2) the Directors secure a written opinion of independent legal counsel, based upon a review of readily available facts (as opposed to a full trial-type inquiry), to the effect that indemnification would not protect the indemnitee against any liability to the Fund or its Members to which the indemnitee would otherwise be subject by reason of disabling conduct. (d) Any indemnification or advancement of expenses made in accordance with this Section 12 will not prevent the recovery from any indemnitee of any amount if the indemnitee subsequently is determined in a final judicial decision on the merits in any Action involving the liability or expense that gave rise to the indemnification or advancement of expenses to be liable to the Fund or its Members by reason of disabling conduct. In any suit brought by an indemnitee to enforce a right to indemnification under this Section 12, it will be a defense that the indemnitee has not met the applicable standard of conduct described in this Section 12. In any suit in the name of the Fund to recover any indemnification or advancement of expenses made in accordance with this Section 12 the Fund will be entitled to recover the expenses upon a final adjudication from which no further right of appeal may be taken. In any suit brought to enforce a right to indemnification or to recover any indemnification or advancement of expenses made in accordance with this Section 12, the burden of proving that the indemnitee is not entitled to be indemnified, or to any indemnification or advancement of expenses, under this Section 12 will be on the Fund (or on any Member acting derivatively or otherwise on behalf of the Fund or its Members). (e) An indemnitee may not satisfy any right of indemnification or advancement of expenses granted in this Section 12 or to which he, she or it may otherwise be entitled except out of the assets of the Fund, and no Member will be personally liable with respect to any such claim for indemnification or advancement of expenses. (f) The rights of indemnification provided in this Section 17 is for 12 will not be exclusive of or affect any other rights to which any person may be entitled by contract or otherwise under law. Nothing contained in this Section 12 will affect the benefit power of the Indemnitees Fund to purchase and shall not be deemed to create any right to indemnification for maintain liability insurance on behalf of the Investment Manager or any other personsindemnitee.

Indemnification. (a) A To the fullest extent permitted not prohibited by lawapplicable Law, the Member and the officersnotwithstanding any contrary provision of this Agreement, directors, employees CalHR and agents of the Company or the Member or an affiliate thereof Departments (individually, an collectively “IndemniteeIndemnitor”) shall be indemnified agree to fully indemnify, hold harmless and held harmless by the Company defend (collectively “Indemnification” or “Indemnify”) State Fund and its Personnel, from and against any and all losses, claims, actions, demands, damages, judgments, liabilities, obligations, losses, settlements, judgments, fines, penalties, settlements charges, costs, and expenses, including without limitation reasonable expenses attorney’s fees and costs (including legal feescollectively, “Claim”) arising from any and all claimsout of, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee may be involvedrelating to, or threatened in connection with the Services of this Agreement, whether or not any Claim arises or results from the negligence of State Fund or any State Fund Personnel. B Claims, for purposes hereof shall include, but are not limited to, Claims against State Fund by an indemnified Subcontractor to be involvedthe extent (a) State Fund is contractually or legally obligated to indemnify the indemnified Subcontractor against such Claims, as a party and (b) such Claims arise out of, relate to, or otherwiseare in connection with any of the Services. C State Fund shall promptly notify the Indemnitor of any Claim following actual knowledge of such Claim, by reason provided however, that the failure to give such notice shall not relieve the Indemnitor of its status obligations hereunder except only to the extent that the Indemnitor is actually and materially prejudiced by such failure. For purposes hereof, notice received by CalHR shall be deemed received on its own behalf and on behalf of all relevant Departments as Indemnitor. In the event that any third party Claim is brought, the Indemnitor shall have the right to control the defense of such action with counsel of its choice, provided however, that (a) State Fund and any State Fund Personnel shall have the right to fully participate with its own counsel at its own expense; (b) State Fund and its Personnel shall not settle or compromise or otherwise dispose of any Claim without the prior written consent of Indemnitor, which shall not be unreasonably withheld or delayed; and (c) the Indemnitor shall not settle or compromise or otherwise dispose of any Claim unless such settlement or compromise or disposition either (i) includes a Member of the Company full and final release and discharge from all Claims for State Fund and all relevant State Fund Personnel, or (ii) does not materially and adversely affect State Fund or any State Fund Personnel not being fully released and discharged there under. D To facilitate the payment of any Claim for Indemnification hereunder Departments shall be billed in accordance with Exhibit B either as an officerExpenditure or through the Service Fees. E For the avoidance of doubt, directorthe foregoing obligations to Indemnify, employee hold harmless and defend any Claims against State Fund hereunder (a) shall survive any termination of, expiration of, or agent of the Company or the Member or an affiliate thereof, regardless of whether the Indemnitee continues to be a Member or an officer, director, employee or agent of the Member or an affiliate thereof at the time any such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconduct. withdrawal from this Agreement and (b) The Company may purchase and maintain insurance on behalf of such persons as the Member shall determine, including any officers, against any liability that may be asserted against or expense that may be incurred by such person are in connection with the Company’s activities, regardless of whether the Company would have the power addition to indemnify such person against such liability under the provisions of this Agreement. (c) Expenses incurred by any Indemnitee in defending any claim with respect to which such Indemnitee may be entitled to indemnification by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a). (d) The indemnification provided in this Section 17 is for the benefit of the Indemnitees and shall not be deemed to create any right to indemnification for affect any other personsobligations or undertakings of CalHR or the relevant Departments under this Agreement or any other agreement between or among the Parties or their respective affiliates.

Indemnification. (a) To the fullest extent permitted by law, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) all Indemnitees shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligationsjoint or several, penalties, settlements and reasonable expenses (including legal fees) fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which the any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (ior refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless if there has been a Member final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the Company matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in Bad Faith or (ii) an officerengaged in willful misconduct or fraud or, directorin the case of a criminal matter, employee or agent acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 7.3 shall be made only out of the Company or the Member or an affiliate thereof, regardless of whether the Indemnitee continues to be a Member or an officer, director, employee or agent assets of the Company, it being agreed that the Managing Member shall not be personally liable for such indemnification and shall have no obligation to contribute or an affiliate thereof at loan any monies or property to the time any Company to enable it to effectuate such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductindemnification. (b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7.3(a) in appearing at, participating in or defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7.3, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.3. (c) The indemnification provided by this Section 7.3 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the holders of Outstanding Non-Managing Member Interests, as a matter of law, in equity 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. (d) The Company may purchase and maintain insurance (or reimburse the Managing Member or its Affiliates for the cost of) insurance, on behalf of the Managing Member, its Affiliates, the Indemnitees and such persons other Persons as the Managing Member shall determine, including any officers, against any liability that may be asserted against against, or expense that may be incurred by by, such person Person in connection with the Company’s activitiesactivities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such person Person against such liability under the provisions of this Agreement. (ce) Expenses incurred For purposes of this Section 7.3, (i) the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; (ii) 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 7.3(a); and (iii) action taken or omitted by an Indemnitee with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company. (f) In no event may an Indemnitee subject the Non-Managing Members to personal liability by reason of the indemnification provisions set forth in defending any claim this Agreement. (g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.3 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction was otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition terms of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)this Agreement. (dh) The indemnification provided in provisions of this Section 17 is 7.3 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. (i) No amendment, modification or repeal of this Section 7.3 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 this Section 7.3 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.

Indemnification. (a) To the fullest extent permitted by law, under the Act: (a) no Member and the officers, directors, employees and agents (for purposes of the Company or the Member or an affiliate thereof (individuallythis Section, an “IndemniteeIndemnified Person”) shall be indemnified and held harmless by liable to the Company for any loss, claim, damage, or expense incurred by reason of any action taken or omitted to be taken by such Indemnified Person; provided, that the foregoing shall not relieve the Indemnified Person from liability for any loss, claim, damage, or expense that is determined by a final judgment of a court of competent jurisdiction to be primarily attributable to such Indemnified Person’s bad faith or gross negligence. (b) the Company shall indemnify and hold harmless the Indemnified Person from and against any and all losses, claims, damages, judgments, liabilities, obligations, penaltieslosses, settlements damages, fines, taxes (and reasonable expenses (including legal fees) arising from any interest and all penalties thereon), claims, demands, actions, suits or proceedingssuits, proceedings (whether civil, criminal, administrative or administrative, investigative, or otherwise), costs, expenses, and disbursements (including legal and accounting fees and expenses, costs of investigation, and sums paid in settlement) of any kind or nature whatsoever (“Damages”) which the Indemnitee may be involvedimposed on, incurred by, or threatened asserted at any time against such Indemnified Person in any way related to be involved, as a party or otherwise, by reason arising out of its status as (i) a Member this Agreement or the business or affairs of the Company Company; provided, that no Indemnified Person shall be entitled to indemnification hereunder if it shall have been determined by a final judgment of a court of competent jurisdiction that the Damages are primarily attributable to such Indemnified Person’s bad faith or (ii) an officer, director, employee or agent of the Company or the Member or an affiliate thereof, regardless of whether the Indemnitee continues to be a Member or an officer, director, employee or agent of the Member or an affiliate thereof at the time any such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconduct. (b) The Company may purchase and maintain insurance on behalf of such persons as the Member shall determine, including any officers, against any liability that may be asserted against or expense that may be incurred by such person in connection with the Company’s activities, regardless of whether the Company would have the power to indemnify such person against such liability under the provisions of this Agreementnegligence. (c) Expenses the Company shall pay the expenses (including reasonable legal fees and expenses and costs of investigation) incurred by any Indemnitee an Indemnified Person in defending any claim with respect to which claim, demand, action, suit, or proceeding described in section (b) above as such Indemnitee may be entitled to indemnification expenses are incurred by the Company hereunder (including without limitation reasonable attorneys’ fees such Indemnified Person and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to in advance of the final disposition of such claimmatter, upon receipt of a written undertaking by or on behalf of provided that such Indemnitee Indemnified Person undertakes to repay the advanced amount of such expenses unless if it is determined ultimately by a final judgment of a court of competent jurisdiction that the Indemnitee such Indemnified Person is not entitled to indemnification by the Company under Section 17(a)be indemnified pursuant to section (b) above. (d) The indemnification provided in this Section 17 is for the benefit of the Indemnitees and shall not be deemed to create any right to indemnification for any other persons.

Indemnification. (a) To the fullest extent permitted by lawThe Purchaser shall, the Member and the officerswith respect to any threatened, directorspending or completed action, employees and agents of the Company claim, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or the Member or an affiliate thereof (individually, an “Indemnitee”) shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligations, penalties, settlements and reasonable expenses (including legal fees) arising from any and all claims, demands, actions, suits or proceedings, other proceeding whether civil, criminal, administrative or investigative, that is associated with Indemnitees acting in which any way for or on behalf of the Indemnitee Company, as officer and/or director of the Company, absent bad faith or intentional misconduct (“Proceeding”), indemnify Indemnitees to the fullest extent permitted by applicable law and the Certificate of Incorporation of the Company in effect on the date hereof or as such law or Certificate of Incorporation may from time to time be involvedamended (but, in the case of any such amendment, only to the extent such amendment permits the Company to provide broader indemnification rights than the law or Certificate of Incorporation permitted the Company to provide before such amendment). Without in any way diminishing the scope of the indemnification provided by this Section 1.3, the Purchaser will indemnify Indemnitees to the full extent permitted by law if and wherever Indemnitees are or were parties or are threatened to be involvedmade a parties to any Proceeding, as a party including any such Proceeding brought by or otherwisein the right of the Purchaser, by reason of its status as (i) a Member the fact that Indemnitees are or were directors or officers of the Company or by reason of anything done or not done by Indemnitees in such capacities, against Expenses (iias hereinafter defined) an officerand Liabilities (as hereinafter defined) actually and reasonably incurred by Indemnitees or on their behalves in connection with the investigation, directordefense, employee settlement or agent appeal of such Proceeding. Notwithstanding the Company or foregoing, the Member or an affiliate thereof, regardless Purchaser shall be required to indemnify Indemnitees in connection with a Proceeding commenced by Indemnitees (other than a Proceeding commenced by Indemnitees to enforce Indemnitees’ rights under this Agreement) only if the commencement of whether such Proceeding was authorized by the Indemnitee continues to be a Member or an officer, director, employee or agent Board of the Member or an affiliate thereof at the time any such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductDirectors. (b) The Company may purchase and maintain insurance on behalf of such persons as the Member shall determine, including any officers, against any liability Whenever Indemnitees believes that may be asserted against or expense that may be incurred by such person in connection with the Company’s activities, regardless of whether the Company would have the power Indemnitees are entitled to indemnify such person against such liability under the provisions of indemnification pursuant to this Agreement, Indemnitees shall submit a written claim for indemnification to the Purchaser. Any claim for indemnification shall include sufficient documentation or information reasonably available to Indemnitees explaining the entitlement to indemnification. In any event, Indemnitees shall submit Indemnitees’ claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final termination, whichever is the later date for which Indemnitee requests indemnification. (c) Expenses incurred by any Indemnitee in defending any claim with respect Upon making a request for indemnification, Indemnitees shall be presumed to which such Indemnitee may be entitled to indemnification under this Agreement and the Purchaser shall have the burden of proof to overcome that presumption in reaching any contrary determination. The termination of any Proceeding by the Company hereunder (including without limitation reasonable attorneysjudgment, order, settlement, arbitration award or conviction, or upon a plea of nolo contendere or its equivalent shall not affect this presumption or, except as determined by a judgment or other final adjudication adverse to Indemnitees, establish a presumption with regard to any factual matter relevant to determining Indemnitees’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled rights to indemnification by the Company under Section 17(a)hereunder. (d) The indemnification provided in this Section 17 is for the benefit of the Indemnitees and shall not be deemed to create any right to indemnification for any other persons.

Indemnification. (a) To the fullest extent permitted by lawLaw but subject to the limitations expressly provided in this Agreement, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments, liabilities, obligationsfines, penalties, interest, settlements and reasonable expenses (including legal fees) other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which the any such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its such person’s status as (i) an Indemnitee; provided, however that the Indemnitee shall not be indemnified and held harmless if there has been a Member final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the Company matter for which the Indemnitee is seeking indemnification pursuant to this Section 6.06, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct, or in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful; provided, further, no indemnification pursuant to this Section 6.06 shall be available to the Members or their Affiliates (iiother than the MLP and any Group Member) an officerwith respect to its or their obligations incurred pursuant to the Underwriting Agreement, directorthe Omnibus Agreement or the Contribution Agreement. The termination of any action, employee suit or agent proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that the Indemnitee acted in a manner contrary to that specified above. Any indemnification pursuant to this Section 6.06 shall be made only out of the Company or the Member or an affiliate thereof, regardless of whether the Indemnitee continues to be a Member or an officer, director, employee or agent assets of the Member Company, it being agreed that the Members shall not be personally liable for such indemnification and shall have no obligation to contribute or an affiliate thereof at loan any monies or property to the time any Company to enable it to effectuate such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductindemnification. (b) To the fullest extent permitted by law, expenses (including reasonable legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 6.06(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company 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 the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 6.06. (c) The indemnification provided by this Section 6.06 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, 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. (d) The Company may purchase and maintain insurance insurance, on behalf of the members of the Board of Directors, the Officers and such other persons as the Member Board of Directors shall determine, including any officers, against any liability that may be asserted against or expense that may be incurred by such person in connection with the Company’s activities, regardless of whether the Company would have the power to indemnify such person against such liability under the provisions of this Agreement. (ce) Expenses incurred For purposes of this Section 6.06, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by any the Indemnitee of such Indemnitee’s duties to the Company also imposes duties on, or otherwise involves services by, the Indemnitee 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 6.06(a); and action taken or omitted by the Indemnitee with respect to an employee benefit plan in defending any claim the performance of such Indemnitee’s duties for a purpose reasonably believed by such Indemnitee to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is in, or not opposed to, the best interests of the Company. (f) An Indemnitee shall not be denied indemnification in whole or in part under this Section 6.06 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction was otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition terms of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)this Agreement. (dg) The indemnification provided in provisions of this Section 17 is 6.06 are for the benefit of the Indemnitees Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. (h) No amendment, modification or repeal of this Section 6.06 or any provision hereof shall in any manner terminate, reduce or impair either the right of any past, present or future Indemnitee to be indemnified by the Company or the obligation of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 6.06 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, provided such Person became an Indemnitee hereunder prior to such amendment, modification or repeal. (i) THE PROVISIONS OF THE INDEMNIFICATION PROVIDED IN THIS SECTION 6.06 ARE INTENDED BY THE PARTIES TO APPLY EVEN IF SUCH PROVISIONS HAVE THE EFFECT OF EXCULPATING THE INDEMNITEE FROM LEGAL RESPONSIBILITY FOR THE CONSEQUENCES OF SUCH PERSON’S NEGLIGENCE, FAULT OR OTHER CONDUCT.

Indemnification. (a) To the fullest extent permitted by lawlaw but subject to the limitations expressly provided in this Agreement, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) all Indemnitees shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligationsjoint or several, penalties, settlements and reasonable expenses (including legal fees) fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which the any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee acting (ior omitting or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement to the extent that there has been a Member final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the Company or (ii) an officermatter for which the Indemnitee is seeking indemnification pursuant to this Agreement, directorthe Indemnitee engaged in fraud, employee or agent willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 7.2 shall be made only out of the Company or the Member or an affiliate thereof, regardless of whether the Indemnitee continues to be a Member or an officer, director, employee or agent assets of the Company, it being agreed that the Sole Member shall not be personally liable for such indemnification and shall have no obligation to contribute or an affiliate thereof at loan any monies or property to the time any Company to enable it to effectuate such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductindemnification. (b) To the fullest extent permitted by law, expenses (including reasonable legal fees and expenses) incurred by an Indemnitee who is entitled to indemnification pursuant to this Section 7.2 in appearing at, participating in or defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7.2, the Indemnitee is not entitled to be indemnified upon written request by such Indemnitee and receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.2. (c) The indemnification provided by this Section 7.2 shall be in addition to any other rights to which an Indemnitee may be entitled under this Agreement, any other agreement, as a matter of law, in equity 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. (d) The Company may purchase and maintain insurance (or reimburse the Sole Member or its Affiliates for the cost of), on behalf of the Company, its Affiliates, the Indemnitees and such persons other Persons as the Member Company shall determine, including any officers, against any liability that may be asserted against against, or expense that may be incurred by by, such person Person in connection with the Company’s activitiesor any of its Affiliates’ activities or such Person’s activities on behalf of the Company or any of its Affiliates, regardless of whether the Company would have the power to indemnify such person Person against such liability under the provisions of this Agreement. (ce) Expenses incurred For purposes of this Section 7.2: (i) the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; (ii) 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 7.2(a); and (iii) action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company. (f) In no event may an Indemnitee subject the Sole Member to personal liability by reason of the indemnification provisions set forth in defending any claim this Agreement. (g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.2 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction was otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition terms of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)this Agreement. (dh) The indemnification provided in provisions of this Section 17 is 7.2 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. (i) No amendment, modification or repeal of this Section 7.2 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 this Section 7.2 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. (j) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO SECTION 7.2(a), THE PROVISIONS OF THE INDEMNIFICATION PROVIDED IN THIS SECTION 7.2 ARE INTENDED BY THE SOLE MEMBER TO APPLY EVEN IF SUCH PROVISIONS HAVE THE EFFECT OF EXCULPATING THE INDEMNITEE FROM LEGAL RESPONSIBILITY FOR THE CONSEQUENCES OF SUCH PERSON’S NEGLIGENCE, FAULT OR OTHER CONDUCT.

Indemnification. (a) To Holdings shall indemnify Employee to the fullest extent permitted by lawDelaware law against all costs, the Member expenses, liabilities and the officerslosses (including, directorswithout limitation, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) shall be indemnified and held harmless by the Company from and against any and all losses, claims, damagesattorneys' fees, judgments, liabilities, obligationsfines, penalties, settlements ERISA liabilities, excise taxes and reasonable expenses (including legal feesamounts paid in settlement) arising from reasonably incurred by Employee in connection with a Proceeding. For the purposes of this Section, a "Proceeding" shall mean any and all claimsaction, demandssuit or proceeding, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which the Indemnitee may be involvedEmployee is made, or is threatened to be involvedmade, as a party party, or otherwise, a witness by reason of its status the fact that he is or was an officer, director or employee of Holdings or is or was serving as (i) a Member of the Company or (ii) an officer, director, employee member, employee, trustee or agent of the Company or the Member or an affiliate thereof, regardless of whether the Indemnitee continues to be a Member or an officer, director, employee or agent of the Member or an affiliate thereof any other entity at the time any such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductrequest of Holdings. (b) The Company may purchase Holdings shall advance to Employee all reasonable and maintain insurance on behalf of such persons as the Member shall determine, including any officers, against any liability that may be asserted against or expense that may be necessary costs and expenses incurred by such person in connection with a Proceeding within 20 days after receipt by Holdings of a written request for such advance. Such request shall include an itemized list of the Company’s activities, regardless costs and expenses and an undertaking by Employee to repay to Holdings the amount of whether the Company would have the power such advance if ultimately it shall be determined that he is not entitled to indemnify such person be indemnified against such liability under the provisions of this Agreementcosts and expenses. (c) Expenses incurred by any Indemnitee in defending any claim with respect to which such Indemnitee may Employee shall not be entitled to indemnification under this Section unless Employee meets the standard of conduct specified under Delaware law. Notwithstanding the foregoing, to the extent permitted by law, neither Section 145(d) of the General Corporation Law of the State of Delaware nor any similar provision shall apply to indemnification under this Section, so that if Employee in fact meets the applicable standard of conduct (as ultimately determined by a court of competent jurisdiction or as ultimately determined by the Company arbitrator in arbitration pursuant to Section 16), he shall be entitled to indemnification hereunder whether or not Holdings (including whether by the Board of Directors of Holdings, the shareholders, independent legal counsel or other party) determines that such indemnification is proper or that he has met such applicable standard of conduct. Neither the failure of Holdings to have made such a determination prior to the commencement by Employee of any suit or arbitration proceeding seeking indemnification, nor a determination by Holdings that Employee has not met such applicable standard of conduct, shall create a presumption that Employee has not met the applicable standard of conduct. (d) Holdings shall be permitted to settle any Proceeding or claim in any manner other than as would impose liability on Employee for which he would not be entitled to indemnification or insurance coverage hereunder. Employee shall not settle any proceeding without limitation reasonable attorneys’ fees Holdings' prior written consent, which consent will not be unreasonably withheld. (e) Holdings shall maintain an insurance policy or policies providing directors' and disbursements) shallofficers' liability insurance. Employee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition of such claim, upon receipt coverage available for any director or officer of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)Holdings. (df) The indemnification provided in this Section 17 is Employee shall give Holdings prompt notice of any proceeding which may give rise to a claim for indemnification. Holdings shall have the benefit right, at its expense, to assume the defense of the Indemnitees and shall not be deemed to create any right to indemnification for any other personssuch proceeding.

Indemnification. (a) To The Company agrees that if the Executive is made a party or is threatened to be made a party to any action, suit or proceeding by reason of the fact that he is or was a director or officer of the Company (a "PROCEEDING"), he shall be indemnified by the Company to the fullest extent permitted authorized by Delaware law, consistent with the Member Company's certificate of incorporation (or charter) and by-laws, against expenses, liabilities and losses reasonably incurred or suffered by the officersExecutive in connection therewith; PROVIDED, directorsHOWEVER: (i) written notice of such Proceeding is given promptly to the Company by the Executive; (ii) the Company is permitted to participate in and assume the defense of such Proceeding; and (iii) such liability results from the final judgment of a court of competent jurisdiction or, employees and agents as a result of a settlement entered into with the prior written consent of the Company or is required (x) by such court as a bond, payment into escrow or similar payment, or (y) otherwise to forestall imminent attachment or similar process against any of the Member Executive's assets, and, PROVIDED FURTHER that the Company agrees to indemnify the Executive if he seeks indemnification in connection with a Proceeding (or an affiliate thereof (individually, an “Indemnitee”part thereof) shall be indemnified and held harmless initiated by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligations, penalties, settlements and reasonable expenses Executive only if such Proceeding (including legal feesor part thereof) arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which was authorized by the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, by reason of its status as (i) a Member of the Company or (ii) an officer, director, employee or agent of the Company or the Member or an affiliate thereof, regardless of whether the Indemnitee continues to be a Member or an officer, director, employee or agent of the Member or an affiliate thereof at the time any such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductBoard. (b) The Company may purchase and maintain insurance on behalf of such persons as Notwithstanding anything to the Member shall determinecontrary in SUBSECTION (a) above, including any officers, against any liability that may be asserted against or expense that may be incurred by such person in connection with the Company’s activities, regardless of whether the Company would have the power shall be under no obligation to indemnify such person against such liability under the provisions of this Agreement. (c) Expenses incurred by any Indemnitee in defending any claim Executive with respect to any act or acts of the Executive: (i) in a knowing violation of any written agreement between the Executive and the Company; (ii) for which such Indemnitee may be entitled a court, having jurisdiction in the matter, determines that indemnification is not lawful; or (iii) which a court, having jurisdiction in the matter, determines to indemnification have been knowingly and fraudulently committed by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to Executive or which is the maximum extent permitted by law, be advanced result of willful misconduct by the Company prior to the final disposition of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)Executive. (d) The indemnification provided in this Section 17 is for the benefit of the Indemnitees and shall not be deemed to create any right to indemnification for any other persons.

Indemnification. (a) To the fullest extent permitted by lawApplicable Law, but subject to the Member and the officerslimitations expressly provided in this Agreement, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) all Indemnitees shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligationswhether joint or several, penalties, settlements and reasonable expenses (including legal fees) fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which the any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as (i) a Member the Indemnitee’s serving or having served, or taking or having taken any action or inaction, in such capacity on behalf of or for the Company or (ii) an officer, director, employee or agent benefit of the Company or the Member Partnership or an affiliate thereofany other member of the Partnership Group; provided, regardless of whether however, that the Indemnitee continues to shall not be indemnified and held harmless if there has been a Member or an officerfinal and non-appealable judgment entered by a court of competent jurisdiction determining that, director, employee or agent in respect of the Member or an affiliate thereof at matter for which the time any such liability or expense Indemnitee is paid or incurredseeking indemnification pursuant to this Section 9.01, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence Indemnitee acted in bad faith, engaged in fraud or willful misconductmisconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 9.01 shall be made only out of the assets of the Company, it being agreed that the Members shall not be 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. The indemnification and advancement of expenses provided under this Agreement and the Partnership Agreement shall be the primary source of indemnification and advancement of expenses and any other indemnification or similar rights of an Indemnitee shall be secondary to the Company’s obligations under this Section 9.01. (b) The Company may purchase To the fullest extent permitted by Applicable Law, expenses (including legal fees and maintain insurance on behalf of such persons as the Member shall determine, including any officers, against any liability that may be asserted against or expense that may be expenses) incurred by such person in connection with the Company’s activities, regardless of whether the Company would have the power an Indemnitee who is indemnified pursuant to indemnify such person against such liability under the provisions of this Agreement. (cSection 9.01(a) Expenses incurred by any Indemnitee in defending any claim with respect to which such Indemnitee may be entitled to indemnification by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) claim, demand, action, suit or proceeding shall, from time to the maximum extent permitted by lawtime, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding, upon receipt by the Company of a written any undertaking by or on behalf of such the Indemnitee to repay the advanced such amount of such expenses unless if it is shall be determined ultimately that the Indemnitee is not entitled to be indemnified as authorized in this Section 9.01. (c) The indemnification provided by this Section 9.01 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law or otherwise, both as to actions in the Company under Section 17(a)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. (d) The indemnification provided Company shall purchase and maintain insurance on behalf of the Company, its Affiliates, the Board, the Officers and such other Persons as the Board 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. (e) For purposes of this Section 17 9.01, (i) the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by the Indemnitee of its duties to the Company also imposes duties on, or otherwise involves services by, the Indemnitee to the plan or participants or beneficiaries of the plan; (ii) 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 9.01(a); and (iii) action taken or omitted by the Indemnitee with respect to any employee benefit plan in the performance of the Indemnitee’s duties for a purpose reasonably believed by such Indemnitee to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company. (f) An Indemnitee shall not be denied indemnification in whole or in part under this Section 9.01 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. (g) The provisions of this Section 9.01 are for the benefit of the Indemnitees Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. (h) No amendment, modification or repeal of this Section 9.01 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to indemnification be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 9.01 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. (i) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Members or any other Persons who have acquired limited liability company interests in the Company, for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee 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 Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal. (j) Subject to its obligations and duties as set forth in Article VI, the Board and any committee thereof may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through the Company’s Officers or agents, and neither the Board nor any committee thereof shall be responsible for any misconduct or negligence on the part of any such Officer or agent appointed by the Board or any committee thereof in good faith. (k) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company, such Indemnitee, acting in connection with the Company’s business or affairs, shall not be liable to the Company or to any Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or otherwise modify the duties and liabilities of an Indemnitee otherwise existing at law or in equity, are agreed by the Members to replace such other personsduties and liabilities of such Indemnitee. (l) Any amendment, modification or repeal of subsections (i), (j) (k) or (l) of this Section 9.01 shall be prospective only and shall not in any way affect the limitations on liability under such subsections 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.

Indemnification. (a) To the fullest extent permitted by lawThe Company shall defend, the Member indemnify and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) shall be indemnified and held save harmless by the Company each Covered Person from and against any and all claims, losses, claims, damages, judgmentscosts, liabilitiesexpenses, demands, liabilities (joint or several), obligations, penaltiesliens, encumbrances, expenses of any nature (including reasonable legal and accounting fees and expenses, costs of investigation and sums paid in settlement), judgments, fines, settlements and reasonable expenses other amounts (including legal fees“Indemnified Costs”) arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigativeinvestigative (“Proceedings”), in which the Indemnitee Covered Person may be involved, or threatened to be involved, involved as a party or otherwiseotherwise (including, but not limited to, derivative claims), sustained by reason of its status as (i) a Member any act performed, or omitted to be performed, in good faith and without gross negligence or willful misconduct, on behalf of the Company or (ii) an officer, director, employee or agent and reasonably believed by the Covered Person to be within the scope of the Company or the Member or an affiliate thereofCovered Person’s authority expressly conferred by this LLC Agreement, regardless of whether the Indemnitee continues to be such Person is a Member or an officer, director, employee or agent of the Member or an affiliate thereof Covered Person at the time any such liability or expense Indemnified Cost is paid or incurred, unless to the act or failure fullest extent permitted by applicable law in effect on the effective date of this LLC Agreement and to act giving rise such greater extent as applicable law may hereafter from time to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconducttime permit, except as otherwise provided in this Section 10.1. (b) The Company may purchase Notwithstanding Section 10.1(a), (i) no Covered Person shall be entitled to be indemnified in respect of (and maintain insurance on behalf this provision shall not reduce or limit the liability of such persons as the Member shall determine, including a Covered Person with respect to) any officers, against any liability that may be asserted against or expense that may be Indemnified Cost incurred by that Covered Person by reason of the Covered Person’s fraud, intentional misconduct or bad faith violation of the implied contractual covenant of good faith and fair dealing or such person Covered Person’s breach of this LLC Agreement or any other agreement with the Company to which the Covered Person is a party, (ii) the Company shall not indemnify any Covered Person in connection with the Company’s activities, regardless of whether a Proceeding (or part thereof) initiated by that Covered Person against the Company would have or any other Covered Person, whether by direct claim, counterclaim or otherwise, unless the power to initiation thereof was approved or ratified by the Members; and (iii) the Company shall not indemnify such person any Covered Person in connection with a Proceeding (or part thereof) initiated by the Company against such liability under the provisions of this AgreementCovered Person, whether by direct claim, counterclaim or otherwise. (c) Expenses Notwithstanding any other provision of this Section 10.1, the Company shall reimburse Indemnified Costs incurred by a Covered Person in connection with that Covered Person’s appearance as a witness on behalf of the Company or other participation at the request of the Company in a Proceeding involving or affecting the Company at a time when such Covered Person is not a named defendant or respondent in the Proceeding. The indemnification provided by this Section 10.1 shall be in addition to any Indemnitee in defending any claim with respect other rights as to which such Indemnitee a Covered Person may be entitled under any agreement (including any insurance policy), or as shall have been approved or ratified by the Members, both as to indemnification an action in the Covered Person’s capacity as a Covered Person, and as to an action in another capacity, and shall continue as to a Covered Person who has ceased to serve in such capacity and inure to the benefit of the heirs, successors, assigns and administrators of each Covered Person. (d) Indemnified Costs incurred by a Covered Person shall be paid by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to in advance of the final disposition of such claim, any related Proceeding upon receipt of a written an undertaking by or on behalf of such Indemnitee that Covered Person to repay the advanced such amount of such expenses unless if it is ultimately determined ultimately that the Indemnitee Covered Person is not entitled to indemnification be indemnified by the Company under as authorized by this Section 17(a10.1. For the avoidance of doubt, the Company shall not be required to advance Indemnified Costs for any matter or claim identified in Section 10.1(b), but may advance Indemnified Costs with the unanimous consent of the Members for such matters or claims. (de) The indemnification provided in Any amounts payable by the Company according to this Section 17 is 10.1 will be payable solely to the extent of funds available for the benefit payment of such obligations and actually received by the Company pursuant to the terms of the Indemnitees and shall Agreements, from capital contributions or from other activities permitted by the terms of Section 2.6. The Company’s obligations under this Section 10.1 will not be deemed a claim against the Company if the Company does not have sufficient funds to create make payment of such obligations. Any claim that a Covered Person may have at any right time against the Company that it may seek to indemnification for enforce under this LLC Agreement will be subordinate to the payment in full, including post-petition interest, if the Company becomes a debtor or debtor in possession in a case under any applicable federal or state bankruptcy, insolvency or other personssimilar law now or later in effect or subject to any insolvency, reorganization, liquidation, rehabilitation or other similar proceedings, of the claims of the holders of any Securities which are collateralized or secured by the assets of the Company.

Indemnification. (a) To the fullest extent permitted by lawLaw but subject to the limitations expressly provided in this Agreement, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments, liabilities, obligationsfines, penalties, interest, settlements and reasonable expenses (including legal fees) other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which the any such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its such person’s status as an Indemnitee; provided, however that the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 6.6, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct, or in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful; provided, further, no indemnification pursuant to this Section 6.6 shall be available to the Members or their Affiliates (other than the MLP and any Group Member) with respect to its or their obligations incurred pursuant to the Underwriting Agreement. 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 create a presumption that the Indemnitee acted in a manner contrary to that specified above. Any indemnification pursuant to this Section 6.6 shall be made only out of assets of the Company, it being agreed that a 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. (i) a Member To the fullest extent permitted by law, expenses (including reasonable legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 6.6(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company 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 the Company or Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 6.6. (ii) The Company shall, to the fullest extent permitted under the Act, pay or reimburse expenses incurred by an officer, director, employee Indemnitee in connection with the Indemnitee’s appearance as a witness or agent of other participation in a proceeding involving or affecting the Company or the Member or an affiliate thereof, regardless of whether at a time when the Indemnitee continues to be is not a Member named defendant or an officer, director, employee or agent of respondent in the Member or an affiliate thereof at the time any such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductproceeding. (b) The indemnification provided by this Section 6.6 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, 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. (c) The Company may purchase and maintain insurance insurance, on behalf of the members of the Board of Directors, the Officers and such persons other Persons as the Member Board of Directors shall determine, including any officers, against any liability that may be asserted against or expense that may be incurred by such person Person in connection with the Company’s activities, regardless of whether the Company would have the power to indemnify such person Person against such liability under the provisions of this Agreement. (cd) Expenses incurred For purposes of this Section 6.6, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by any the Indemnitee of such Indemnitee’s duties to the Company also imposes duties on, or otherwise involves services by, the Indemnitee 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 6.6(a); and action taken or omitted by the Indemnitee with respect to an employee benefit plan in defending any claim the performance of such Indemnitee’s duties for a purpose reasonably believed by such Indemnitee to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is in, or not opposed to, the best interests of the Company. (e) An Indemnitee shall not be denied indemnification in whole or in part under this Section 6.6 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction was otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition terms of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)this Agreement. (df) The indemnification provided in provisions of this Section 17 is 6.6 are for the benefit of the Indemnitees Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. (g) No amendment, modification or repeal of this Section or any provision hereof shall in any manner terminate, reduce or impair either the right of any past, present or future Indemnitee to be indemnified by the Company or the obligation of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 6.6 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, provided such Person became an Indemnitee hereunder prior to such amendment, modification or repeal. (h) Any act or omission performed or omitted by an Indemnitee on advice of legal counsel or an independent consultant who has been employed or retained by the Company shall be presumed to have been performed or omitted in good faith without gross negligence or willful misconduct. (i) THE PROVISIONS OF THE INDEMNIFICATION PROVIDED IN THIS SECTION 6.6 ARE INTENDED BY THE PARTIES TO APPLY EVEN IF SUCH PROVISIONS HAVE THE EFFECT OF EXCULPATING THE INDEMNITEE FROM LEGAL RESPONSIBILITY FOR THE CONSEQUENCES OF SUCH PERSON’S NEGLIGENCE, FAULT OR OTHER CONDUCT.

Indemnification. (a) To the fullest extent permitted by law, the Member The Company agrees to indemnify and the hold harmless Holdings and its officers, directors, employees managers, stockholders, partners, members, direct and agents of the Company or the Member or an affiliate thereof indirect owners, Affiliates and controlling persons (individuallyeach, an a “Holdings Indemnitee”) shall be indemnified and held harmless by the Company from and against any and all losseslosses incurred by such Holdings Indemnitee before or after the date hereof to the extent arising out of, claims, damages, judgments, liabilities, obligations, penalties, settlements and reasonable expenses (including legal fees) arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee may be involvedresulting from, or threatened relating to be involved(a) such Holdings Indemnitee’s purchase or ownership of any securities in the Company, or (b) any litigation to which any Holdings Indemnitee is made a party in its capacity as a party stockholder or otherwise, by reason owner of its status securities (or as (i) a Member of the Company or (ii) an officer, director, employee manager, stockholder, partner, member, direct and indirect owner, Affiliate or agent controlling person of Holdings, as the case may be) of the Company Company; provided, however, that the foregoing indemnification rights in this Article VI shall not be available to the extent that (i) any such losses are incurred as a result of such Holdings Indemnitee’s willful misconduct or gross negligence, (ii) any such losses are incurred as a result of noncompliance by such Holdings Indemnitee with any laws or regulations applicable to it, or (iii) subject to the Member rights of contribution provided for below, to the extent indemnification for any losses would violate any applicable law or an affiliate thereofpublic policy. For purposes of this Article VI, regardless of whether the Indemnitee continues to be a Member or an officer, director, employee or agent none of the Member or an affiliate thereof at circumstances described in the time limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such liability or expense limitation is paid or incurredso determined to apply to any Holdings Indemnitee as to any previously advanced indemnity payments made by the Company under this Article VI, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconduct. (b) The Company may purchase and maintain insurance on behalf of then such persons as the Member payments shall determine, including any officers, against any liability that may be asserted against or expense that may be incurred promptly repaid by such person in connection with Holdings Indemnitee to the Company’s activities, regardless . The rights of whether the Company would any Holdings Indemnitee to indemnification hereunder will be in addition to any other rights any such party may have the power to indemnify such person against such liability under the provisions of this Agreement. (c) Expenses incurred by any Indemnitee in defending any claim with respect other agreement or instrument to which such Holdings Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. In the event of any payment of indemnification pursuant to this Article VI, to the extent that any Holdings Indemnitee is indemnified for losses, the Company will be subrogated to the extent of such payment to all of the related rights of recovery of the Holdings Indemnitee to which such payment is made against all other Persons. Such Holdings Indemnitee shall execute all papers reasonably required to evidence such rights. The Company will be entitled at its election to participate in the defense of any third-party claim upon which indemnification is due pursuant to this Article VI or to assume the defense thereof, with counsel reasonably satisfactory to such Holdings Indemnitee unless, in the reasonable judgment of the Holdings Indemnitee, a conflict of interest between the Company and such Holdings Indemnitee may exist, in which case such Holdings Indemnitee shall have the right to assume its own defense and the Company shall be liable for all reasonable expenses therefor. Except as set forth above, should the Company assume such defense all further defense costs of the Holdings Indemnitee in respect of such third-party claim shall be for the sole account of such party and not subject to indemnification hereunder. The Company will not without the prior written consent of the Holdings Indemnitee (which consent shall not be unreasonably withheld) effect any settlement of any threatened or pending third-party claim in which such Holdings Indemnitee is or could have been a party and be entitled to indemnification by hereunder unless such settlement solely involves the Company hereunder (including without limitation reasonable attorneys’ fees payment of money and disbursements) includes an unconditional release of such Holdings Indemnitee from all liability and claims that are the subject matter of such claim. If the indemnification provided for above is unavailable in respect of any losses, then the Company, in lieu of indemnifying a Holdings Indemnitee, shall, if and to the maximum extent permitted by law, be advanced contribute to the amount paid or payable by such Holdings Indemnitee in such proportion as is appropriate to reflect the relative fault of the Company prior and such Holdings Indemnitee in connection with the actions that resulted in such losses, as well as any other equitable considerations. The Company agrees to pay or reimburse Holdings for all reasonable, out-of-pocket costs and expenses of Holdings (including, without limitation, reasonable attorneys’ fees, charges, disbursement and expenses) incurred in connection with the final disposition enforcement or exercise by Holdings of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a). (d) The indemnification provided in this Section 17 is for the benefit of the Indemnitees and shall not be deemed to create any right granted to indemnification it or provided for any other personshereunder.

Indemnification. (a) To the fullest extent permitted by law, the Member Parent shall indemnify, defend and hold harmless each Stockholder, and the officerstransferees, directorsheirs, employees devisees, legatees, executors and agents administrators of the Company or the Member or such Stockholder (each an affiliate thereof (individually, an “Indemnitee”"Indemnified Party") shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligations, penalties, settlements fees and reasonable expenses (including legal feesattorneys' fees and disbursements), judgments, fines and amounts paid in settlement (collectively, "Losses"), as incurred (payable monthly upon written request which request shall include reasonable evidence of the Losses set forth therein) to the extent arising from any and all claimsfrom, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee may be involvedrelating to, or otherwise in respect of, any actual or threatened to be involvedaction, as a party suit, proceeding or otherwiseinvestigation, by reason or on behalf of its status as (i) a Member of the Company or (ii) an officer, director, employee or agent any stockholder of the Company or the Member Company, challenging a Stockholder's actions or an affiliate thereof, regardless of whether the Indemnitee continues to be a Member or an officer, director, employee or agent of the Member or an affiliate thereof at the time any such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconduct. (b) The Company may purchase and maintain insurance on behalf of such persons as the Member shall determine, including any officers, against any liability that may be asserted against or expense that may be incurred by such person omissions in connection with the Company’s activities, regardless of whether the Company would have the power to indemnify such person against such liability under the provisions respect of this Agreement or any other Transaction Agreement. (c) Expenses incurred by , the Merger or any Indemnitee in defending any claim with respect to which such Indemnitee may other Transactions; provided, however, that an Indemnified Party shall not be entitled to indemnification under this Section 4 for Losses arising out of actions or omissions by the Company hereunder Indemnified Party constituting (i) a breach of this Agreement or any other Transaction Agreement, (ii) criminal conduct or (iii) any violation of federal, state or foreign securities laws. In order to be entitled to indemnification under this Section 4, an Indemnified Party must give Parent prompt written notice of any third party claim which may give rise to any indemnity obligation under this Section 4, and Parent shall have the right to assume the defense of any such claim through counsel of its own choosing, subject to such counsel's reasonable judgment that separate defenses that would create a conflict of interest on the part of such counsel are not available. If Parent does not assume any such defense, Parent shall be liable for all costs and expenses of defending such claim incurred by the Indemnified Party, including without limitation reasonable attorneys’ ' fees and disbursements) shall, and shall advance such costs and expenses (subject to the maximum extent permitted by law, be advanced receipt of an undertaking by the Company prior to the final disposition of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee Indemnified Party to repay the amounts so advanced amount of such expenses unless if it is ultimately determined ultimately that the Indemnitee such Indemnified Party is not entitled to indemnification by the Company under Section 17(a). (d) The indemnification provided in this Section 17 is for 4) to the benefit of the Indemnitees and Indemnified Party as set forth above. Parent shall not be deemed to create any right to indemnification liable under this Section 4 for any other personsLosses resulting from any settlement, compromise or offer to settle or compromise any such action, suit, proceeding or investigation, without the prior written consent of Parent.

Indemnification. (a) To the fullest extent permitted by law, the Member and the officers, directors, employees and agents of the The Company or the Member or an affiliate thereof shall indemnify any person (individuallyeach, an “Indemnitee”) shall who was or is a party or is threatened to be indemnified and held harmless made a party to any threatened, pending or completed action, suit or proceeding brought by or against the Company from and against any and all lossesor otherwise, claims, damages, judgments, liabilities, obligations, penalties, settlements and reasonable expenses (including legal fees) arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, including, without limitation, any action by or in which the Indemnitee may be involved, or threatened right of the Company to be involved, as procure a party or otherwisejudgment in its favor, by reason of its status the fact that such Indemnitee is or was a Member or an officer of the Company, or at the relevant time, being or having been a Member or officer, that such Indemnitee is or was serving at the request of the Company as a partner, director, officer or trustee of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys’ fees and disbursements), judgments, fines and amounts paid in settlement, actually and reasonably incurred by such Indemnitee in connection with such action, suit or proceeding. Notwithstanding the foregoing, no indemnification shall be provided to or on behalf of any Indemnitee if a judgment or other final adjudication adverse to such Indemnitee establishes that (i) a Member such Indemnitee’s acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the Company cause of action so adjudicated or (ii) an officer, director, employee such Indemnitee in fact personally gained a financial profit or agent of the Company or the Member or an affiliate thereof, regardless of whether the other advantage to which such Indemnitee continues to be a Member or an officer, director, employee or agent of the Member or an affiliate thereof at the time any such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductnot legally entitled. (b) The Company may purchase and maintain insurance on behalf of such persons as the Member shall determine, including any officers, against any liability that may be asserted against or expense that may be incurred by such person in connection with the Company’s activities, regardless of whether the Company would have the power to indemnify such person against such liability under the provisions of this Agreement. (c) Expenses pay expenses incurred by any Indemnitee in defending any claim with respect to which such Indemnitee may be entitled to indemnification by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursementsaction, suit or proceeding described in Section 14(a) shall, to the maximum extent permitted by law, be advanced by the Company prior to in advance of the final disposition of such claimaction, suit or proceeding upon receipt of a written an undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless advance if it is shall ultimately be determined ultimately that the such Indemnitee is not entitled to indemnification be indemnified by the Company under pursuant to this Section 17(a)14. (dc) The indemnification provided in by this Section 17 is for 14 shall not be deemed exclusive of any other rights to indemnification to which those seeking indemnification may be entitled under any agreement or otherwise. The rights to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Section 14 shall continue as to an Indemnitee who has ceased to be a Member or an officer of the Company (or other person indemnified hereunder) and shall inure to the benefit of the Indemnitees executors, administrators, legatees and shall not be deemed to create any right to indemnification for any other personsdistributees of such person.

Indemnification. (a) To the fullest extent permitted by lawlaw but subject to the limitations expressly provided in this Agreement, the Member General Partner, the Limited Partner and the officers, directors, employees and agents any Person who is or was an officer or director of the Company or the Member or an affiliate thereof General Partner (individuallyeach, an “Indemnitee”) shall each be indemnified and held harmless by the Company Partnership from and against any and all losses, claims, damages, liabilities (joint or several), expenses (including, without limitation, legal fees and expenses), judgments, liabilities, obligationsfines, penalties, interest, settlements and reasonable expenses (including legal fees) other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which the any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as (i) an Indemnitee; provided, that the Indemnitee shall not be indemnified and held harmless if there has been a Member final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the Company matter for which the Indemnitee is seeking indemnification pursuant to this Section 10.1, the Indemnitee acted in bad faith or (ii) an officerengaged in fraud, directorwillful misconduct or, employee or agent in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 10.1 shall be made only out of the Company or the Member or an affiliate thereof, regardless of whether the Indemnitee continues to be a Member or an officer, director, employee or agent assets of the Member Partnership, it being agreed that the General Partner shall not be personally liable for such indemnification and shall have no obligation to contribute or an affiliate thereof at loan any monies or property to the time any Partnership to enable it to effectuate such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductindemnification. (b) To the fullest extent permitted by law, expenses (including, without limitation, legal fees and expenses) incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Partnership prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Partnership of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 10.1. (c) The Company indemnification provided by this Section 10.1 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, 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. (d) The Partnership may purchase and maintain insurance (or reimburse the General Partner or its Affiliates for the cost of) insurance, on behalf of the General Partner and such persons other Persons as the Member General Partner shall determine, including any officers, against any liability that may be asserted against or expense that may be incurred by such person Person in connection with the CompanyPartnership’s activities, regardless of whether or not the Company Partnership would have the power to indemnify such person Person against such liability liabilities under the provisions of this Agreement. (ce) Expenses incurred In no event shall the Limited Partner be subjected to personal liability by any reason of the indemnification provisions set forth in this Agreement, whether by action of an Indemnitee or otherwise. (f) An Indemnitee shall not be denied indemnification in defending any claim whole or in part under this Section 10.1 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction was otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition terms of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)this Agreement. (dg) The indemnification provided in provisions of this Section 17 is 10.1 are for the benefit of the Indemnitees Indemnitees, their heirs, successors and assigns and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. (h) No amendment, modification or repeal of this Section 10.1 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 Partnership, nor the obligation of the Partnership to indemnify any such Indemnitee under and in accordance with the provisions of this Section 10.1 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. (i) THE PROVISIONS OF THE INDEMNIFICATION PROVIDED IN THIS SECTION 10.1 ARE INTENDED BY THE PARTIES TO APPLY EVEN IF SUCH PROVISIONS HAVE THE EFFECT OF EXCULPATING THE INDEMNITEE FROM LEGAL RESPONSIBILITY FOR THE CONSEQUENCES OF SUCH PERSON’S NEGLIGENCE, FAULT OR OTHER CONDUCT.

Indemnification. (a) To The Company shall indemnify the Executive on the terms and subject to the conditions set forth in Annex A hereto, and such Annex A is incorporated in this Agreement as a part of this Section 10 as if set forth herein in full. (b) In addition, in the event the Executive was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of, or arising out of, whether in whole or in part, any event, occurrence, act or omission that takes place either prior to or after the execution of this Agreement, related to the fact that the Executive is or was a director or officer of Parent, or while a director or officer is or was serving at the request of Parent as a director or officer of another Person or related to anything done or not done by the Executive in any such capacity, whether or not the basis of the Proceeding is alleged action in an official capacity as a director or officer of Parent, or in any other capacity, as described above, Parent shall indemnify the Executive from and against Indemnifiable Costs, to the fullest extent permitted by applicable law, as the Member and same exists or may hereafter be amended or interpreted (but in the officerscase of any such amendment or interpretation, directors, employees and agents of only to the Company extent that such amendment or interpretation permits Parent to provide broader indemnification rights than were permitted prior thereto); provided that Parent’s commitment set forth in this Section 10(b) to indemnify the Member or an affiliate thereof (individually, an “Indemnitee”) Executive shall be indemnified subject to the same limitations and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligations, penalties, settlements and reasonable expenses (including legal fees) arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, procedural requirements set forth in which the Indemnitee may be involved, or threatened to be involved, this Agreement as a party or otherwise, by reason of its status as (i) a Member of the Company or (ii) an officer, director, employee or agent of the Company or the Member or an affiliate thereof, regardless of whether the Indemnitee continues to be a Member or an officer, director, employee or agent of the Member or an affiliate thereof at the time any such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconduct. (b) The Company may purchase and maintain insurance on behalf of such persons as the Member shall determine, including any officers, against any liability that may be asserted against or expense that may be incurred by such person in connection with the Company’s activities, regardless of whether the Company would have the power obligation to indemnify such person against such liability under the provisions of this AgreementExecutive may be. (c) Expenses incurred by any Indemnitee in defending any claim with respect The Company and Parent will cause to which such Indemnitee may be entitled to maintained for a period of not less than six years from the date of the Executive’s termination or resignation the current directors’ and officers’ insurance and indemnification by policies of the Company hereunder (including without limitation reasonable attorneys’ fees Company, Parent and disbursements) shall, their respective subsidiaries to the maximum extent permitted by lawthat it provides coverage for events, be advanced by the Company occurrences, acts or omissions occurring prior to the final disposition date of such claimthe Executive’s termination or resignation (the “D&O Insurance”) for the Executive; provided, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately however, that the Indemnitee is entitled Company and Parent may, in lieu of maintaining such existing D&O Insurance as provided above, cause comparable coverage to indemnification by the Company be provided under Section 17(a). (d) The indemnification provided in this Section 17 is any policy maintained for the benefit of the Indemnitees directors and officers of the Company and Parent and their respective subsidiaries, so long as (i) the issuer thereof has an A.M. Best Company rating of A or better and (ii) the material terms thereof are no less advantageous to the Executive than the existing D&O Insurance. If the existing D&O Insurance expires, is terminated or canceled during such six-year period, the Company and Parent will cause to be obtained, to the extent commercially available, replacement D&O Insurance on terms and conditions no less advantageous to the Executive than the existing D&O Insurance. Notwithstanding the foregoing, in satisfying its obligation under this Section 10(c), the Company and Parent shall not be deemed obligated to create any right pay premiums in excess of 250% of the premium paid or to indemnification be paid by the Company and Parent and their respective subsidiaries in the fiscal year ended March 31, 2007, but provided further that the Company and Parent shall nevertheless be obligated to provide such coverage as may be obtained for any other persons250% of the premium to be paid by the Company and Parent and their respective subsidiaries for such insurance in the fiscal year ending March 31, 2007.

Indemnification. (a) A. To the fullest extent permitted by applicable law, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) shall be indemnified and held harmless by the Company indemnify each Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including, without limitation, attorney’s fees and other legal fees and expenses), judgments, liabilities, obligations, penaltiesfines, settlements and reasonable expenses (including legal fees) other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Company (“Actions”) as set forth in this Agreement in which the such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise unless it is established that: (i) the act or omission of the Indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the Indemnitee actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. Without limitation the foregoing indemnity shall extend to any liability of any Indemnitee, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including, without limitation, any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Managing Member is hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this Section 7.7 in favor of any Indemnitee having or potentially having liability for any such indebtedness. The termination of any Action by reason judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 7.7.A. The termination of any Action by conviction or upon a plea of nolo contendre or its status equivalent, or an entry of an order of probation prior to judgment against an Indemnitee, creates a rebuttable presumption that the Indemnitee acted in a manner contrary to that specified in this Section 7.7.A with respect to the subject matter of such Action. Any indemnification pursuant to this Section 7.7 shall be made only out of the assets of the Company, and any insurance proceeds from the liability policy covering the Managing Member and any Indemnitees, and neither the Managing Member nor any Non-Managing Member shall have any obligation to contribute to the capital of the Company or otherwise provide funds to enable the Company to fund its obligations under this Section 7.7. B. Reasonable expenses incurred by an Indemnitee who is a party to a proceeding or otherwise subject to or the focus of or is involved in any Action shall be paid or reimbursed by the Company as incurred by the Indemnitee in advance of the final disposition of the Action upon receipt by the Company of (i) a Member written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company or as authorized in Section 7.7.A has been met, and (ii) an officer, director, employee a written undertaking by or agent on behalf of the Company Indemnitee to repay the amount if it shall ultimately be determined that the standard of conduct has not been met. C. The indemnification provided by this Section 7.7 shall be in addition to any other rights to which an Indemnitee or the Member or an affiliate thereofany other Person may be entitled under any agreement, regardless of whether the Indemnitee continues pursuant to be a Member or an officer, director, employee or agent any vote of the Member Members, as a matter of law or otherwise, and shall continue as to an affiliate thereof at Indemnitee who has ceased to serve in such capacity unless otherwise provided in a written agreement with such Indemnitee or in the time any writing pursuant to which such liability or expense Indemnitee is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductindemnified. (b) D. The Company may may, but shall not be obligated to, purchase and maintain insurance insurance, on behalf of any of the Indemnitees and such persons other Persons as the Managing Member shall determine, including any officers, against any liability that may be asserted against or expense expenses that may be incurred by such person Person in connection with the Company’s activities, regardless of whether the Company would have the power to indemnify such person Person against such liability under the provisions of this Agreement. (c) Expenses incurred E. In no event may an Indemnitee subject any of the Members to personal liability by any reason of the indemnification provisions set forth in this Agreement. F. An Indemnitee shall not be denied indemnification in defending any claim whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction was otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition terms of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)this Agreement. (d) G. The indemnification provided in provisions of this Section 17 is 7.7 are for the benefit of the Indemnitees Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. Any amendment, modification or repeal of this Section 7.7 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the Company’s liability to any Indemnitee under this Section 7.7 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. H. If and to the extent any reimbursements to the Managing Member pursuant to this Section 7.7 constitute gross income to the Managing Member (as opposed to the repayment of advances made by the Managing Member on behalf of the Company) such amounts shall constitute guaranteed payments within the meaning of Code Section 707(c), shall be treated consistently therewith by the Company and all Members, and shall not be treated as distributions for purposes of computing the Members’ Capital Accounts.

Indemnification. (a) To the fullest extent permitted by law, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) all Indemnitees shall be indemnified and held harmless by the Company Partnership from and against any and all losses, claims, damages, judgments, liabilities, obligationsjoint or several, penalties, settlements and reasonable expenses (including legal fees) fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which the any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (ior refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless if there has been a Member final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the Company or (ii) an officermatter for which the Indemnitee is seeking indemnification pursuant to this Section 8.3, directorthe Indemnitee acted in Bad Faith or, employee or agent in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 8.3 shall be made only out of the Company or the Member or an affiliate thereof, regardless of whether the Indemnitee continues to be a Member or an officer, director, employee or agent assets of the Member Partnership, it being agreed that the Partners shall not be personally liable for such indemnification and shall have no obligation to contribute or an affiliate thereof at loan any monies or property to the time any Partnership to enable it to effectuate such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductindemnification. (b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 8.3(a) in appearing at, participating in or defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Partnership prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 8.3, that the Indemnitee is not entitled to be indemnified upon receipt by the Partnership of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 8.3. (c) The Company indemnification provided by this Section 8.3 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law, in equity 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. (d) The Partnership may purchase and maintain insurance (or reimburse any Partner or its Affiliates for the cost of) insurance, on behalf of any Partner, its Affiliates, the Indemnitees and such persons other Persons as the Member General Partner shall determine, including any officers, against any liability that may be asserted against against, or expense that may be incurred by by, such person Person in connection with the CompanyPartnership’s activitiesactivities or such Person’s activities on behalf of the Partnership, regardless of whether the Company Partnership would have the power to indemnify such person Person against such liability under the provisions of this Agreement. (ce) Expenses incurred For purposes of this Section 8.3, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it 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 8.3(a); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Partnership. (f) In no event may an Indemnitee subject any of the Partners to personal liability by reason of the indemnification provisions set forth in defending any claim this Agreement. (g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 8.3 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction was otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition terms of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)this Agreement. (dh) The indemnification provided in provisions of this Section 17 is 8.3 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. (i) No amendment, modification or repeal of this Section 8.3 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 Partnership, nor the obligations of the Partnership to indemnify any such Indemnitee under and in accordance with the provisions of this Section 8.3 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.

Indemnification. (a) To the fullest extent permitted by lawLaw but subject to the limitations expressly provided in this Agreement, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments, liabilities, obligationsfines, penalties, interest, settlements and reasonable expenses (including legal fees) other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which the any such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its such person’s status as an Indemnitee; provided, however that the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 6.5, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct, or in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful; provided, further, no indemnification pursuant to this Section 6.5 shall be available to the Members or their Affiliates (iother than the MLP and any Group Member) with respect to its or their obligations incurred pursuant to the Underwriting Agreement. 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 create a presumption that the Indemnitee acted in a manner contrary to that specified above. Any indemnification pursuant to this Section 6.5 shall be made only out of Company Assets, it being agreed that a Member of shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company or (ii) an officer, director, employee or agent of the Company or the Member or an affiliate thereof, regardless of whether the Indemnitee continues to be a Member or an officer, director, employee or agent of the Member or an affiliate thereof at the time any enable it to effectuate such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductindemnification. (b) To the fullest extent permitted by Law, expenses (including reasonable legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 6.5(a) in defending any Claim shall, from time to time, be advanced by the Company prior to the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 6.4. (c) The indemnification provided by this Section 6.4 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, 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. (d) The Company may purchase and maintain insurance insurance, on behalf of the members of the Board of Directors, the Officers and such persons other Persons as the Member Board shall determine, including any officers, against any liability that may be asserted against or expense that may be incurred by such person Person in connection with the Company’s activities, regardless of whether the Company would have the power to indemnify such person Person against such liability under the provisions of this Agreement. (ce) Expenses incurred For purposes of this Section 6.4, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by any the Indemnitee of such Indemnitee’s duties to the Company also imposes duties on, or otherwise involves services by, the Indemnitee 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 6.5(a) and action taken or omitted by the Indemnitee with respect to an employee benefit plan in defending any claim the performance of such Indemnitee’s duties for a purpose reasonably believed by such Indemnitee to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is in, or not opposed to, the best interests of the Company. (f) In no event may an Indemnitee subject the Members to personal liability by reason of the indemnification provisions set forth in this Agreement. (g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 6.4 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction is otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition terms of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)this Agreement. (dh) The indemnification provided in provisions of this Section 17 is 6.4 are for the benefit of the Indemnitees Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. (i) No amendment, modification or repeal of this Section 6.4 or any provision hereof shall in any manner terminate, reduce or impair either the right of any past, present or future Indemnitee to indemnification be indemnified by the Company or the obligation of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 6.4 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, provided such Person became an Indemnitee hereunder prior to such amendment, modification or repeal. (j) No member of the Board of Directors or Member shall be liable to the Company or to any Member for any other personsloss suffered by the Company unless such loss is caused by such Director’s or Member’s gross negligence, willful misconduct, intentional violation of law or material breach of this Agreement. No member of the Board of Directors or Member shall be liable for errors in judgment or for any acts or omissions that do not constitute gross negligence, willful misconduct, intentional violation of law or material breach of this Agreement. Any member of the Board of Directors or Member may consult with counsel and accountants in respect of Company affairs and, provided such Director or Member acts in good faith reliance upon the advice or opinion of such counsel or accountants, such Director or Member shall not be liable for any loss suffered by the Company in reliance thereon. (k) THE PROVISIONS OF THE INDEMNIFICATION PROVIDED IN THIS SECTION 6.4 ARE INTENDED BY THE MEMBERS TO APPLY EVEN IF SUCH PROVISIONS HAVE THE EFFECT OF EXCULPATING THE INDEMNITEE FROM LEGAL RESPONSIBILITY FOR THE CONSEQUENCES OF SUCH PERSON’S NEGLIGENCE, FAULT OR OTHER CONDUCT, SUBJECT TO LIMITS UNDER APPLICABLE LAW.

Indemnification. (a) To the fullest extent permitted by lawlaw but subject to the limitations expressly provided in this Agreement, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) all Indemnitees shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligationsjoint or several, penalties, settlements and reasonable expenses (including legal fees) fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which the any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (ior refraining to act) a Member in such capacity on behalf of or for the benefit of the Company or (ii) an officerCompany; provided, directorthat the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, employee or agent in respect of the Company or the Member or an affiliate thereof, regardless of whether matter for which the Indemnitee continues is seeking indemnification pursuant to this Section 5.9, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 5.9 shall be a Member or an officer, director, employee or agent made only out of the assets of the Company, it being agreed that the Sole Member shall not be personally liable for such indemnification and shall have no obligation to contribute or an affiliate thereof at loan any monies or property to the time any Company to enable it to effectuate such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductindemnification. (b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 5.9(a) in appearing at, participating in or defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 5.9, that the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 5.9. (c) Notwithstanding Sections 5.9(a) and 5.9(b), the Company shall be required to indemnify and advance expenses to an Indemnitee in connection with any action, suit or proceeding commenced by such Indemnitee only if the commencement of such action, suit or proceeding by such Indemnitee was authorized by the Sole Member in its sole discretion. (d) The indemnification provided by this Section 5.9 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law, in equity 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. (e) The Company may purchase and maintain insurance (or reimburse the Sole Member or its Affiliates for the cost of) insurance, on behalf of the Directors, the Officers, the Sole Member, its Affiliates, the Indemnitees and such persons other Persons as the Sole Member shall determine, including any officers, against any liability that may be asserted against against, or expense that may be incurred by by, such person Person in connection with the Company’s activitiesactivities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such person Person against such liability under the provisions of this Agreement. In addition, the Company may enter into additional indemnification agreements with any Indemnitee. (cf) Expenses incurred For purposes of this Section 5.9, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by any it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee in defending such Indemnitee’s capacity as a fiduciary or administrator of an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 5.9(a); and action taken or omitted by an Indemnitee with respect to any claim employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company. (g) In no event may an Indemnitee subject the Sole Member to personal liability by reason of the indemnification provisions set forth in this Agreement. (h) An Indemnitee shall not be denied indemnification in whole or in part under this Section 5.9 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction was otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition terms of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)this Agreement. (di) The indemnification provided in provisions of this Section 17 is 5.9 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. (j) No amendment, modification or repeal of this Section 5.9 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 this Section 5.9 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.

Indemnification. (a) To the fullest extent permitted by law, the Member and the officers, directors, employees and agents The Trust hereby agrees to indemnify each person who at any time serves as a Trustee or officer of the Company or the Member or an affiliate thereof Trust (individually, each such person being an “Indemniteeindemnitee”) shall be indemnified and held harmless by the Company from and against any liabilities and all lossesexpenses, claims, damages, including amounts paid in satisfaction of judgments, liabilities, obligations, in compromise or as fines and penalties, settlements and reasonable expenses (including legal fees) arising from counsel fees reasonably incurred by such indemnitee in connection with the defense or disposition of any and all claimsaction, demandssuit or other proceeding, actions, suits whether civil or proceedings, civil, criminal, before any court or administrative or investigative, investigative body in which the Indemnitee he may be involved, or threatened to be involved, may have been involved as a party or otherwiseotherwise or with which he may be or may have been threatened, while acting in any capacity set forth in this Article IV by reason of its status his having acted in any such capacity to the fullest extent consistent with state law and the 1940 Act, except with respect to any matter as to which he shall not have acted in good faith in the reasonable belief that his action was in the best interest of the Trust or, in the case of any criminal proceeding, as to which he shall have had reasonable cause to believe that the conduct was unlawful. However, no indemnitee shall be indemnified hereunder against any liability to any person or any expense of such indemnitee arising by reason of (i) a Member willful misfeasance, (ii) bad faith, (iii) gross negligence, or (iv) reckless disregard of the Company duties involved in the conduct of his position (collectively, “disabling conduct”). (b) Notwithstanding the foregoing, with respect to any action, suit or other proceeding voluntarily prosecuted by any indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such indemnitee (1) was authorized by a majority of the Trustees or (2) was instituted by the indemnitee to enforce his or her rights to indemnification hereunder in a case in which the indemnitee is found to be entitled to such indemnification. (c) The rights to indemnification set forth in this Declaration shall continue as to a person who has ceased to be a Trustee or officer of the Trust and shall inure to the benefit of his or her heirs, executors and personal and legal representatives. (d) No amendment or restatement of this Declaration or repeal of any of its provisions shall limit or eliminate any of the benefits provided to any person who at any time is or was a Trustee or officer of the Trust or otherwise entitled to indemnification hereunder in respect of any act or omission that occurred prior to such amendment, restatement or repeal. (e) Notwithstanding the foregoing, no indemnification shall be made hereunder unless there has been a determination (i) by a final decision on the merits by a court or other body of competent jurisdiction before whom the issue of entitlement to indemnification hereunder was brought that such indemnitee is entitled to indemnification hereunder, or (ii) an in the absence of such a decision, by (1) a majority vote of a quorum of those Trustees who are neither “interested persons” of the Trust (as defined in Section 2(a)(19) of the ▇▇▇▇ ▇▇▇) nor parties to the proceeding (“Disinterested Non-Party Trustees”), that the indemnitee is entitled to indemnification hereunder, or (2) if such quorum is not obtainable or even if obtainable, if such majority so directs, independent legal counsel in a written opinion concludes that the indemnitee should be entitled to indemnification hereunder. All determinations to make advance payments in connection with the expense of defending any proceeding shall be authorized and made in accordance with the immediately succeeding paragraph (f) below. (f) The Trust shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Trust receives a written affirmation by the indemnitee of the indemnitee’s good faith belief that the standards of conduct necessary for indemnification have been met and a written undertaking to reimburse the Trust unless it is subsequently determined that the indemnitee is entitled to such indemnification and if a majority of the Trustees determine that the applicable standards of conduct necessary for indemnification appear to have been met. In addition, at least one of the following conditions must be met: (i) the indemnitee shall provide adequate security for his undertaking, (ii) the Trust shall be insured against losses arising by reason of any lawful advances, or (iii) a majority of a quorum of the Disinterested Non-Party Trustees, or if a majority vote of such quorum so direct, independent legal counsel in a written opinion, shall conclude, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is substantial reason to believe that the indemnitee ultimately will be found entitled to indemnification. (g) The rights accruing to any indemnitee under these provisions shall not exclude any other right which any person may have or hereafter acquire under this Declaration, the By-Laws of the Trust, any statute, agreement, vote of Shareholders or Trustees who are “disinterested persons” (as defined in Section 2(a)(19) of the ▇▇▇▇ ▇▇▇) or any other right to which he or she may be lawfully entitled. (h) Subject to any limitations provided by the 1940 Act and this Declaration, the Trust shall have the power and authority to indemnify and provide for the advance payment of expenses to employees, agents and other Persons providing services to the Trust or serving in any capacity at the request of the Trust to the full extent corporations organized under the Delaware General Corporation Law may indemnify or provide for the advance payment of expenses for such Persons, provided that such indemnification has been approved by a majority of the Trustees. (i) No Trustee shall, as such, be obligated to give any bond or other security for the performance of any of his duties hereunder. (j) No purchaser, lender, transfer agent or other person dealing with the Trustees or with any officer, director, employee or agent of the Company Trust shall be bound to make any inquiry concerning the validity of any transaction purporting to be made by the Trustees or by said officer, employee or agent or be liable for the Member application of money or property paid, loaned, or delivered to or on the order of the Trustees or of said officer, employee or agent. Every obligation, contract, undertaking, instrument, certificate, Share, other security of the Trust, and every other act or thing whatsoever executed in connection with the Trust shall be conclusively taken to have been executed or done by the executors thereof only in their capacity as Trustees under this Declaration or in their capacity as officers, employees or agents of the Trust. (k) The Trustees shall be entitled and empowered to the fullest extent permitted by law to purchase with Trust assets and maintain insurance for the protection of the Trust Property, the Shareholders, Trustees, officers, employees and agents in such amount as the Trustees shall deem adequate to cover possible tort liability, and such other insurance as the Trustees in their sole judgment shall deem advisable. (l) Each Trustee and officer or employee of the Trust shall, in the performance of its duties, be fully and completely justified and protected with regard to any act or any failure to act resulting from reliance in good faith upon the books of account or other records of the Trust, upon an affiliate thereofopinion of counsel, or upon reports made to the Trust by any of the Trust’s officers or employees or by any advisor, administrator, manager, distributor, selected dealer, accountant, appraiser or other expert or consultant selected with reasonable care by the Trustees, officers or employees of the Trust, regardless of whether the Indemnitee continues to such counsel or expert may also be a Member or an officer, director, employee or agent of the Member or an affiliate thereof at the time any such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductTrustee. (b) The Company may purchase and maintain insurance on behalf of such persons as the Member shall determine, including any officers, against any liability that may be asserted against or expense that may be incurred by such person in connection with the Company’s activities, regardless of whether the Company would have the power to indemnify such person against such liability under the provisions of this Agreement. (c) Expenses incurred by any Indemnitee in defending any claim with respect to which such Indemnitee may be entitled to indemnification by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a). (d) The indemnification provided in this Section 17 is for the benefit of the Indemnitees and shall not be deemed to create any right to indemnification for any other persons.

Indemnification. (a) To the fullest extent permitted by lawlaw but subject to the limitations expressly provided in this Agreement, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) all Indemnitees shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligationsjoint or several, penalties, settlements and reasonable expenses (including legal fees) fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which the any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (ior refraining to act) a Member in such capacity on behalf of or for the benefit of the Company or (ii) an officerCompany; provided, directorthat the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, employee or agent in respect of the Company or the Member or an affiliate thereof, regardless of whether matter for which the Indemnitee continues is seeking indemnification pursuant to this Section 4.3, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 4.3 shall be a Member or an officer, director, employee or agent made only out of the assets of the Company, it being agreed that the Sole Member shall not be personally liable for such indemnification and shall have no obligation to contribute or an affiliate thereof at loan any monies or property to the time any Company to enable it to effectuate such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductindemnification. (b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 4.3(a) in appearing at, participating in or defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 4.3, that the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 4.3. (c) Notwithstanding Sections 4.3(a) and 4.3(b), the Company shall be required to indemnify and advance expenses to an Indemnitee in connection with any action, suit or proceeding commenced by such Indemnitee only if the commencement of such action, suit or proceeding by such Indemnitee was authorized by the Sole Member in its sole discretion. (d) The indemnification provided by this Section 4.3 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law, in equity 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. (e) The Company may purchase and maintain insurance (or reimburse the Sole Member or its Affiliates for the cost of) insurance, on behalf of the Sole Member, its Affiliates, the Indemnitees and such persons other Persons as the Sole Member shall determine, including any officers, against any liability that may be asserted against against, or expense that may be incurred by by, such person Person in connection with the Company’s activitiesactivities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such person Person against such liability under the provisions of this Agreement. In addition, the Company may enter into additional indemnification agreements with any Indemnitee. (cf) Expenses incurred For purposes of this Section 4.3, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by any it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee in defending such Indemnitee’s capacity as a fiduciary or administrator of an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 4.3(a); and action taken or omitted by an Indemnitee with respect to any claim employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company. (g) The indemnification and advancement set forth in this Section 4.3 shall be solely from the assets of the Company, and in no event may an Indemnitee subject the Sole Member to personal liability by reason of the indemnification provisions set forth in this Agreement. (h) An Indemnitee shall not be denied indemnification in whole or in part under this Section 4.3 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction was otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition terms of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)this Agreement. (di) The indemnification provided in provisions of this Section 17 is 4.3 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. (j) No amendment, modification or repeal of this Section 4.3 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 this Section 4.3 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.

Indemnification. (a) To the fullest extent permitted by lawlaw but subject to the limitations expressly provided in this Agreement, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) all Indemnitees shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligationsjoint or several, penalties, settlements and reasonable expenses (including legal fees) fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which the any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (ior omitting or refraining to act) a Member in such capacity on behalf of or for the benefit of the Company or (ii) an officerCompany; provided, directorthat the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, employee or agent in respect of the Company or the Member or an affiliate thereof, regardless of whether matter for which the Indemnitee continues is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful; provided, further, no indemnification pursuant to this Section 7.7 shall be available to any Indemnitee (other than a Member or an officer, director, employee or agent Group Member) with respect to any such Affiliate’s obligations pursuant to the Transaction Documents. Any indemnification pursuant to this Section 7.7 shall be made only out of the assets of the Company, it being agreed that the Managing Member shall not be personally liable for such indemnification and shall have no obligation to contribute or an affiliate thereof at loan any monies or property to the time any Company to enable it to effectuate such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductindemnification. (b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7.7(a) in appearing at, participating in or defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7.7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.7. (c) The indemnification provided by this Section 7.7 shall be in addition to any other rights to which an Indemnitee may be entitled under this Agreement, any other agreement, pursuant to any vote of the holders of Outstanding Non-Managing Member Interests, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity (including any capacity under the Underwriting Agreement), 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. (d) The Company may purchase and maintain insurance (or reimburse the Managing Member or its Affiliates for the cost of) insurance, on behalf of the Managing Member, its Affiliates, the Indemnitees and such persons other Persons as the Managing Member shall determine, including any officers, against any liability that may be asserted against against, or expense that may be incurred by by, such person Person in connection with the Company’s activitiesor any of its Affiliates’ activities or such Person’s activities on behalf of the Company or any of its Affiliates, regardless of whether the Company would have the power to indemnify such person Person against such liability under the provisions of this Agreement. (ce) Expenses incurred For purposes of this Section 7.7: (i) the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; (ii) 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 7.7(a); and (iii) action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company. (f) In no event may an Indemnitee subject the Non-Managing Members to personal liability by reason of the indemnification provisions set forth in defending any claim this Agreement. (g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction was otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition terms of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)this Agreement. (dh) The indemnification provided in provisions of this Section 17 is 7.7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. (i) No amendment, modification or repeal of this Section 7.7 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 this Section 7.7 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.

Indemnification. (a) To the fullest extent permitted by law, but subject to the Member and the officerslimitations expressly provided in this Agreement, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) all Indemnitees shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgmentsLiabilities, liabilitiesjoint or several, obligations, penalties, settlements and reasonable expenses (including legal fees) fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which the any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (ior refraining to act) a Member in such capacity on behalf of or for the benefit of the Company or (ii) an officerCompany; provided, directorthat the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, employee or agent in respect of the Company or the Member or an affiliate thereof, regardless of whether matter for which the Indemnitee continues is seeking indemnification pursuant to be this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a Member or an officercriminal matter, director, employee or agent of acted with knowledge that the Member or an affiliate thereof at the time any such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder Indemnitee’s conduct was performed or omitted fraudulently or constituted gross negligence or willful misconductunlawful. (b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7.7(a) for appearing at, participating in or defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7.7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.7. (c) The indemnification provided by this Section 7.7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law, in equity 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 such Indemnitee. (d) The Company may purchase and maintain insurance insurance, on behalf of the Indemnitees and such persons other Persons as the Member Board of Directors shall determine, including any officers, against any liability Liability that may be asserted against against, or expense that may be incurred by by, such person Person in connection with the Company’s activitiesactivities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such person Person against such liability Liability under the provisions of this Agreement. (ce) Expenses incurred For purposes of this Section 7.7, the Company shall be deemed to have requested that an Indemnitee serve as fiduciary of an employee benefit plan whenever the performance by such Indemnitee of its duties to the Company also imposes duties on, or otherwise involves services by, such Indemnitee 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” as such term is used in Section 7.7(a); and any action taken or omitted by such Indemnitee with respect to any employee benefit plan in defending any claim the performance of such Indemnitee’s duties for a purpose reasonably believed by such Indemnitee to be in the best interest of the participants and beneficiaries of such plan shall be deemed to be for a purpose that is in the best interests of the Company. (f) In no event may an Indemnitee subject the Members to personal Liability by reason of the indemnification provisions set forth in this Agreement. (g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 solely because such Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to indemnification by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)applies. (dh) The indemnification provided in provisions of this Section 17 is 7.7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. (i) No amendment, modification or repeal of this Section 7.7 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 this Section 7.7 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. (j) This Section 7.7 is intended solely to define the parties’ rights and obligations concerning indemnification, and this Section 7.7 is not intended to impose any new or different obligations or standards of conduct on any Indemnitee.

Indemnification. (a) To the fullest extent permitted by lawLaw but subject to the limitations expressly provided in this Agreement, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments, liabilities, obligationsfines, penalties, interest, settlements and reasonable expenses (including legal fees) other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which the any such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its such person’s status as an Indemnitee; provided, that the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 6.5, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct, or in the case of a criminal matter, acted with knowledge that the Indemnitee’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 create a presumption that the Indemnitee acted in a manner contrary to that specified above. Any indemnification pursuant to this Section 6.5 shall be made only out of assets of the Company, it being agreed that a 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. (i) a Member To the fullest extent permitted by Law, expenses (including reasonable legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 6.5(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company before the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Company or Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 6.5. (ii) The Company shall, to the fullest extent permitted under the Delaware LLC Act, pay or reimburse expenses incurred by an officer, director, employee Indemnitee in connection with the Indemnitee’s appearance as a witness or agent of other participation in a proceeding involving or affecting the Company or the Member or an affiliate thereof, regardless of whether at a time when the Indemnitee continues to be is not a Member named defendant or an officer, director, employee or agent of respondent in the Member or an affiliate thereof at the time any such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductproceeding. (b) The indemnification provided by this Section 6.5 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, 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. (c) The Company may purchase and maintain insurance insurance, on behalf of the members of the Board of Directors, the Officers and such persons other Persons as the Member Board of Directors shall determine, including any officers, against any liability that may be asserted against or expense that may be incurred by such person Person in connection with the Company’s activitiesactivities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such person Person against such liability under the provisions of this Agreement. (cd) Expenses incurred For purposes of this Section 6.5, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by any the Indemnitee of such Indemnitee’s duties to the Company also imposes duties on, or otherwise involves services by, the Indemnitee 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 6.5(a); and action taken or omitted by the Indemnitee with respect to an employee benefit plan in defending any claim the performance of such Indemnitee’s duties for a purpose reasonably believed by such Indemnitee to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is in, or not opposed to, the best interests of the Company. (e) An Indemnitee shall not be denied indemnification in whole or in part under this Section 6.5 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction was otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition terms of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)this Agreement. (df) The indemnification provided in provisions of this Section 17 is 6.5 are for the benefit of the Indemnitees Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. (g) No amendment, modification or repeal of this Section 6.5 or any provision hereof shall in any manner terminate, reduce or impair either the right of any past, present or future Indemnitee to be indemnified by the Company or the obligation of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 6.5 as in effect immediately before such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, before such amendment, modification or repeal, regardless of when such claims may arise or be asserted, provided such Person became an Indemnitee hereunder before such amendment, modification or repeal. (h) Any act or omission performed or omitted by an Indemnitee on advice of legal counsel or an independent consultant who has been employed or retained by the Company shall be presumed to have been performed or omitted in good faith without gross negligence or willful misconduct. (i) THE MEMBERS INTEND THAT THE INDEMNIFICATION PROVISIONS OF THIS SECTION 6.5 WILL APPLY EVEN IF SUCH PROVISIONS HAVE EXCULPATED THE INDEMNITEE FROM LEGAL RESPONSIBILITY FOR THE CONSEQUENCES OF SUCH INDEMNITEE’S NEGLIGENCE, FAULT OR OTHER CONDUCT.

Indemnification. (a) To the fullest extent permitted by law, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) all Indemnitees shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligationsjoint or several, penalties, settlements and reasonable expenses (including legal fees) fees and expenses), judgments, fines, penalties, interest, settlements, or other amounts arising from any and all threatened pending or completed claims, demands, actions, suits suits, or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which the any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (ior refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless if there has been a Member final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the Company or (ii) an officer, director, employee or agent of the Company or the Member or an affiliate thereof, regardless of whether matter for which the Indemnitee continues is seeking indemnification pursuant to be this Agreement, the Indemnitee acted in bad faith or, in the case of a Member or an officercriminal matter, directoracted with knowledge that the Indemnitee’s conduct was unlawful. For purposes of this Agreement, employee or agent of the Member or an affiliate thereof at the time any such liability or expense is paid or incurreddetermination, unless the act other action or failure to act giving rise by any Indemnitee will be considered to indemnity hereunder be in bad faith only if such Indemnitee subjectively believed such determination, other action or failure to act was performed adverse to the interest of the Company. Any indemnification pursuant to this Section 7.7 shall be made only out of the assets of the Company, it being agreed that the Managing Member shall not be personally liable for such indemnification and shall have no obligation to contribute or omitted fraudulently loan any monies or constituted gross negligence or willful misconductproperty to the Company to enable it to effectuate such indemnification. (b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7.7(a) in appearing at, participating in or defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7.7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.7. (c) The indemnification provided by this Section 7.7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the holders of Outstanding Non-Managing Member Interests, as a matter of law, in equity 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. (d) The Company may purchase and maintain insurance (or reimburse the Managing Member or its Affiliates for the cost of) insurance, on behalf of an Indemnitee and such persons other Persons as the Managing Member shall determine, including any officers, against any liability that may be asserted against against, or expense that may be incurred by by, such person Indemnitee in connection with the Company’s activitiesactivities or such Indemnitee’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such person Indemnitee against such liability under the provisions of this Agreement. (ce) Expenses incurred For purposes of this Section 7.7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it 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 7.7(a); and action taken or omitted by an Indemnitee with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company. (f) In no event may an Indemnitee subject the Non-Managing Members to personal liability by reason of the indemnification provisions set forth in defending any claim this Agreement. (g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction was otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition terms of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)this Agreement. (dh) The indemnification provided in provisions of this Section 17 is 7.7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors, and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. (i) No amendment, modification, or repeal of this Section 7.7 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 this Section 7.7 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.

Indemnification. (a) To The Company shall indemnify and hold harmless the fullest extent permitted by lawMember, the Member and the its shareholders, officers, directors, employees and agents and the officers and employees of the Company or (the Member or an affiliate thereof (individually, an “IndemniteeIndemnitees”) shall be indemnified and held harmless by the Company from and against any and all costs, losses, liabilities, damages, claims, damagesexpenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, liabilities, obligations, penaltiesfines, settlements and reasonable expenses (including legal fees) any other amounts arising from any and all claims, demands, actions, suits demands or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, by reason of its status as (i) a Member of the Company or (ii) an officer, director, employee or agent of the Company or the Member or an affiliate thereof, regardless of whether the Indemnitee continues to be a Member or an officer, director, employee or agent of the Member or an affiliate thereof at the time any such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconduct. (b) The Company may purchase and maintain insurance on behalf of such persons as the Member shall determine, including any officers, against any liability that may be asserted against or expense that may be incurred accrued by such person an Indemnitee in connection with the business of the Company’s activities, regardless to the fullest extent provided or allowed by the laws of whether the Company would have the power to indemnify such person against such liability under the provisions State of this Agreement. (c) Delaware. Expenses incurred by any an Indemnitee in defending any claim with respect claim, demand or proceeding subject to which such Indemnitee may be entitled to indemnification by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) this Section 11 shall, from time to the maximum extent permitted by lawtime, be advanced by the Company prior to the final disposition of such claim, demand or proceeding upon receipt by the Company of a written an undertaking by or on behalf of such the Indemnitee to repay the advanced amount of such expenses unless amounts if it is ultimately determined ultimately that the Indemnitee is not entitled to be indemnified as authorized by this Section 11. The indemnification and advancement of expenses provided by this Section 11 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, consent of the Member, as a matter of law or equity, or otherwise, shall be considered contractual obligations of the Company under Section 17(a). (d) The indemnification provided which shall be deemed vested as of the date that such Indemnitee became an Indemnitee, shall continue as to any Indemnitee who has ceased to serve in the capacity that made it an Indemnitee, and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee. Subject to the foregoing sentence, the provisions of this Section 17 is 11 are for the benefit of the Indemnitees and shall not be deemed to create any right to indemnification rights for the benefit of any other persons. While any provision of this Section 11 may be amended, modified or repealed, no such amendment, modification or repeal shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified or advanced expenses by the Company, nor the obligations of the Company to indemnify or advance expenses to any such Indemnitee under and in accordance with the provisions of this Section 11 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.

Indemnification. (a) To the fullest extent permitted by lawlaw but subject to the limitations expressly provided in this Agreement, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) all Indemnitees shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligationsjoint or several, penalties, settlements and reasonable expenses (including legal fees) fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which the any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful; provided further, no indemnification pursuant to this Section 12.01 shall be available to the Members or their Affiliates (other than a Group Member) with respect to its or their obligations incurred pursuant to (i) a Member of the Company Contribution, Purchase and Sale Agreement or (ii) an officer, director, employee or agent the SemStream Contribution Agreement (other than obligations incurred by such Member on behalf of the Company or the Member or an affiliate thereof, regardless of whether the Indemnitee continues Company). Any indemnification pursuant to this Section 12.01 shall be a Member or an officer, director, employee or agent made only out of the Member assets of the Company, it being agreed that the Members shall not be personally liable for such indemnification and shall have no obligation to contribute or an affiliate thereof at loan any monies or property to the time any Company to enable it to effectuate such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductindemnification. (b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 12.01 (a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 12.01, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 12.01. (c) The indemnification provided by this Section 12.01 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of (i) Members owning (in the aggregate) a Majority Interest or (ii) of the Board, as a matter of law, in equity 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. (d) The Company may purchase and maintain insurance insurance, on behalf of the Company, its Affiliates, the Indemnitees and such persons other Persons as the Member Company shall determine, including any officers, against any liability that may be asserted against against, or expense that may be incurred by by, such person Person in connection with the Company’s activitiesor any of its Affiliate’s activities or such Person’s activities on behalf of the Company or any of its Affiliates, regardless of whether the Company would have the power to indemnify such person Person against such liability under the provisions of this Agreement. (ce) Expenses incurred For purposes of this Section 12.01, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it 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 12.01 (a); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company. (f) In no event may an Indemnitee subject the Members to personal liability by reason of the indemnification provisions set forth in defending any claim this Agreement. (g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 12.01 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction was otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition terms of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)this Agreement. (dh) The indemnification provided in provisions of this Section 17 is 12.01 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. (i) No amendment, modification or repeal of this Section 12.01 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 this Section 12.01 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.

Indemnification. (a) To the fullest extent permitted by lawlaw but subject to the limitations expressly provided in this Agreement, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) all Indemnitees shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligationsjoint or several, penalties, settlements and reasonable expenses (including legal fees) fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which the any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as (i) an Indemnitee; provided, that the Indemnitee shall not be indemnified and held harmless if there has been a Member final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the Company or (ii) an officer, director, employee or agent of the Company or the Member or an affiliate thereof, regardless of whether matter for which the Indemnitee continues is seeking indemnification pursuant to be this Section 9.3, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a Member or an officercriminal matter, director, employee or agent of acted with knowledge that the Member or an affiliate thereof at the time any such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder Indemnitee’s conduct was performed or omitted fraudulently or constituted gross negligence or willful misconductunlawful. (b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to this Section 9.3 in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a determination that the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 9.3. (c) The Company may purchase and maintain insurance insurance, to the extent and in such amounts as the Company determines to be reasonable, on behalf of Indemnitees and such persons other Persons as the Member Company shall determine, including any officers, against any liability that may be asserted against or expense expenses that may be incurred by any such person Indemnitees or other Persons in connection with the Company’s activities, regardless activities of whether the Company would have the power to indemnify or such person against such liability under the provisions of this Agreement. (c) Expenses incurred by any Indemnitee in defending any claim Indemnitees. The Company may enter into indemnity contracts with respect Indemnitees or other Persons and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations and containing such Indemnitee may be entitled to other procedures regarding indemnification by as the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition of such claim, upon receipt of a written undertaking by Board determines are necessary or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)appropriate. (d) The indemnification provided in by this Section 17 is for 9.3 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the Members, 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 Indemnitees heirs, successors, assigns and shall not be deemed to create any right to indemnification for any other personsadministrators of the Indemnitee.

Indemnification. (a) To the fullest extent permitted by lawlaw but subject to the limitations expressly provided in this Agreement, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) all Indemnitees shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligations, penalties, settlements and reasonable expenses (including legal fees) Liabilities arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which the any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (ior refraining to act) in such capacity on behalf of or for the benefit of the Company; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a Member final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in intentional fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification or advancement of expenses pursuant to this Section 10.3 shall be made only out of the assets of the Company or (ii) an officer, director, employee or agent of including insurance proceeds payable to the Company for such purposes), it being agreed that the Managing Member shall not be personally liable for such indemnification or advancement of expenses and shall have no obligation to contribute or loan any monies or property to the Member Company to enable it to effectuate such indemnification or an affiliate thereof, regardless advancement of whether the Indemnitee continues to be a Member or an officer, director, employee or agent of the Member or an affiliate thereof at the time any such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductexpenses. (b) To the fullest extent permitted by law, upon receipt by the Company of any undertaking by or on behalf of an Indemnitee who is indemnified pursuant to Section 10.3(a) to repay expenses (including legal fees and expenses) incurred by such Indemnitee in appearing at, participating in or defending any claim, demand, action, suit or proceeding if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 10.3, such expenses shall, from time to time, be advanced to the Indemnitee by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 10.3, that the Indemnitee is not entitled to be indemnified. (c) The indemnification provided by this Section 10.3 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement to which the Company may be a Party, as a matter of law, in equity 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. For the avoidance of doubt, the indemnification provided for in this Section 10.3 shall be without prejudice to any indemnification or similar undertaking by the Company to any other Person under a separate written legally binding agreement of the Company. (d) The Company may purchase and maintain insurance (or reimburse the Managing Member or its Affiliates for the cost of) insurance, on behalf of the Managing Member, its Affiliates and such persons other Persons as the Managing Member shall determine, including any officers, against any liability that may be asserted against or expense that may be incurred by such person Person in connection with the Company’s activitiesactivities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such person Person against such liability under the provisions of this Agreement. (ce) Expenses incurred In no event may an Indemnitee subject the Members to personal liability by any reason of the indemnification provisions set forth in this Agreement. (f) An Indemnitee shall not be denied indemnification in defending any claim whole or in part under this Section 10.3 solely because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)applies. (dg) The indemnification provided in provisions of this Section 17 is 10.3 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. (h) No amendment, modification or repeal of this Section 10.3 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 this Section 10.3 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.

Indemnification. (a) To the fullest extent permitted by law, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof Each Indemnitee (individually, an “Indemnitee”as defined in Section 13.8(e)) shall be indemnified and held harmless by the Company from Employer for all actions taken by him and for all failures to take action (regardless of the date of any such action or failure to take action), to the fullest extent permitted by the law of the jurisdiction in which the Employer is incorporated, against any all expense, liability, and all lossesloss (including, claimswithout limitation, damagesattorneys’ fees, judgments, liabilitiesfines, obligationstaxes, penalties, settlements and reasonable expenses amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding (including legal fees) arising from any and all claimsas defined in Subsection (e)). No indemnification pursuant to this Section shall be made, demands, actions, suits or proceedings, civil, criminal, administrative or investigativehowever, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, by reason of its status as any case where (i1) a Member of the Company or (ii) an officer, director, employee or agent of the Company or the Member or an affiliate thereof, regardless of whether the Indemnitee continues to be a Member or an officer, director, employee or agent of the Member or an affiliate thereof at the time any such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed the claim for indemnification is determined by a court to have constituted willful misconduct or omitted fraudulently recklessness or constituted gross negligence or willful misconduct(2) there is a settlement to which the Employer does not consent. (b) The Company may purchase and maintain insurance right to indemnification provided in this Section shall include the right to have the expenses incurred by the Indemnitee in defending any Proceeding paid by the Employer in advance of the final disposition of the Proceeding, to the fullest extent permitted by the law of the jurisdiction in which the Employer is incorporated; provided that, if such law requires, the payment of such expenses incurred by the Indemnitee in advance of the final disposition of a Proceeding shall be made only on delivery to the Employer of an undertaking, by or on behalf of such persons as the Member Indemnitee, to repay all amounts so advanced without interest if it shall determine, including any officers, against any liability ultimately be determined that may the Indemnitee is not entitled to be asserted against indemnified under this Section or expense that may be incurred by such person in connection with the Company’s activities, regardless of whether the Company would have the power to indemnify such person against such liability under the provisions of this Agreementotherwise. (c) Expenses incurred by any Indemnification pursuant to this Section shall continue as to an Indemnitee in defending any claim with respect who has ceased to which be such Indemnitee may be entitled to indemnification by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, shall inure to the maximum extent permitted by lawbenefit of his heirs, be advanced by the Company prior to the final disposition of such claimexecutors, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately and administrators. The Employer agrees that the Indemnitee is entitled to indemnification by undertakings made in this Section shall be binding on its successors or assigns and shall survive the Company under Section 17(a)termination, amendment or restatement of the Plan. (d) The indemnification provided in this Section 17 is for the benefit of the Indemnitees and shall not be deemed to create any foregoing right to indemnification for shall be in addition to such other rights as the Indemnitee may enjoy as a matter of law or by reason of insurance coverage of any other personskind and is in addition to and not in lieu of any rights to indemnification to which the Indemnitee may be entitled pursuant to the by-laws of the Employer. (e) For the purposes of this Section, the following definitions shall apply:

Indemnification. (a) To the fullest extent permitted by law, the Member The Company shall indemnify and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof hold harmless each director designated pursuant to Section 2.3 (individually, each an “Indemnitee”) shall who was or is a party or is threatened to be indemnified and held harmless by the Company from and against made a party to any and all lossesthreatened, claimspending or completed action, damagessuit or proceeding, judgments, liabilities, obligations, penalties, settlements and reasonable expenses (including legal fees) arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, investigative by reason of its status as (i) the fact that he is or was a Member director of the Company, or is or was a director of the Company or (ii) an officer, director, employee or agent serving at the request of the Company or the Member or an affiliate thereofas a director of another company, regardless of whether the Indemnitee continues to be a Member or an officerpartnership, directorjoint venture, trust, employee benefit plan or agent other entity or enterprise, to the fullest extent permitted by Law against all expenses, costs and obligations (including, without limitation, attorneys’ fees, experts’ fees, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) (“Expenses”), damages, judgments, fines, penalties, excise taxes and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties, excise taxes or amounts paid in settlement) actually and reasonably incurred by him or her in connection with such action, suit or proceeding (“Indemnifiable Amounts”) if he or she acted in good faith and in the best interests of the Member Company in accordance with his or an affiliate thereof at her fiduciary duty to the time any such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductCompany. (b) The If so requested by Indemnitee, the Company may purchase advance any and maintain insurance all Expenses incurred by Indemnitee, either by (i) paying such Expenses on behalf of Indemnitee, or (ii) reimbursing Indemnitee for such persons as the Member shall determine, including any officers, against any liability that may be asserted against or expense that may be incurred by such person in connection with the Company’s activities, regardless of whether the Company would have the power to indemnify such person against such liability under the provisions of this AgreementExpenses. (c) Expenses incurred by If Indemnitee is entitled under any Indemnitee in defending any claim with respect to which such Indemnitee may be entitled provision of this Agreement to indemnification by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shallfor some or a portion of the Expenses or other Indemnifiable Amounts in respect of a claim but not, to however, for all of the maximum extent permitted by lawtotal amount thereof, be advanced by the Company prior shall indemnify Indemnitee for the portion thereof to the final disposition of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the which Indemnitee is entitled to indemnification by the Company under Section 17(a)entitled. (d) For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable Law. (e) The rights of the Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Memorandum and Articles or otherwise. To the extent that a change in applicable Law permits greater indemnification provided in by agreement than would be afforded currently under the Memorandum and Articles, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. (f) Indemnitees are expressly meant to be third-party beneficiaries of this Section 17 is for the benefit of the Indemnitees and shall not be deemed to create any right to indemnification for any other persons2.7.

Indemnification. (a) A. To the fullest extent permitted by applicable law, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) shall be indemnified and held harmless by the Company indemnify each Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including attorney’s fees and other legal fees and expenses), judgments, liabilities, obligations, penaltiesfines, settlements and reasonable expenses (including legal fees) other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Company (“Actions”), as set forth in this Agreement, in which the such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise; provided, however, that the Company shall not indemnify an Indemnitee (i) for any Action if it is established by reason a final judgment of a court of competent jurisdiction that the actions or omissions of the Indemnitee were material to the matter giving rise to the Action and were committed in bad faith, constituted fraud or were the result of active and deliberate dishonesty on the part of the Indemnitee, (ii) for an Action initiated by the Indemnitee (other than an Action to enforce such Indemnitee’s rights to indemnification or advance of expenses under this Section 7.7), (iii) if the Indemnitee actually received an improper personal benefit in money, property or services, or (iv) for a criminal proceeding if the Indemnitee had reasonable cause to believe that the Indemnitee’s act or omission was unlawful. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnitee, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Managing Member is hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this Section 7.7 in favor of any Indemnitee having or potentially having liability for any such indebtedness. It is the intention of this Section 7.7.A that the Company indemnify each Indemnitee to the fullest extent permitted by law. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 7.7.A. The termination of any proceeding by conviction of an Indemnitee or upon a plea of nolo contendere or its status equivalent by an Indemnitee, or an entry of an order of probation against an Indemnitee prior to judgment, does not create a presumption that such Indemnitee acted in a manner contrary to that specified in this Section 7.7.A with respect to the subject matter of such proceeding. Any indemnity provided pursuant to this Section 7.7 shall be made only out of the assets of the Company, and neither the Managing Member nor any other Holder shall have any obligation to contribute to the capital of the Company or otherwise provide funds to enable the Company to fund its obligations under this Section 7.7. B. To the fullest extent permitted by law, expenses incurred by an Indemnitee who is a party to a proceeding or otherwise subject to or the focus of or is involved in any Action shall be paid or reimbursed by the Company as incurred by the Indemnitee in advance of the final disposition of the Action upon receipt by the Company of (i) a Member written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company, as authorized in Section 7.7.A, has been met, and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amount if it shall ultimately be determined that the standard of conduct has not been met; provided that such undertaking need not be secured and shall be without reference to the financial ability for repayment. C. The indemnification provided by this Section 7.7 shall be in addition to any other rights to which an Indemnitee or any other Person may be entitled under any agreement, pursuant to any vote of the Members, as a matter of law or otherwise, 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 unless otherwise provided in a written agreement with such Indemnitee or in the writing pursuant to which such Indemnitee is indemnified. D. Notwithstanding any provision of this Section 7.7 to the contrary, to the fullest extent permitted by law, (i) each Indemnitee must use commercially reasonable efforts to pursue all other sources of indemnification, advancement, insurance, and contribution it has against third parties, with respect to the amounts to which it is entitled under this Section 7.7, (ii) any such third party shall be the indemnitor of first resort and any obligation of the Company to provide payments under this Section 7.7 for amounts to which an Indemnitee is entitled are secondary, (iii) if the Company pays or causes to be paid any amounts under this Section 7.7 that should have been paid by a third party, then (iix) an officerthe Company shall be fully subrogated to the rights of such Indemnitee with respect to such payment, director(y) such Indemnitee shall assign to the Company all of such Indemnitee’s rights to advancement, employee indemnification and contribution from or agent with respect to such third party, and (z) such Indemnitee shall cooperate with the Company (at the expense of the Company) in its efforts to recover such payments through indemnification or otherwise, including filing a claim against such third party in the name of the Indemnitee, (iv) the Indemnitee will not agree to subordinate or otherwise compromise or release indemnity from a third party, without the consent of the Managing Member (not to be unreasonably withheld or delayed), and (v) in the event the Company has previously provided separate indemnification or advancement in connection therewith, the Indemnitee shall reimburse the Company with any subsequent proceeds it receives from such third parties. The intent of this Section 7.7.D is to set forth the relative responsibilities of the Company and third parties who have overlapping indemnity, advancement or contribution obligations to an Indemnitee. Nothing in this Section 7.7.D is intended to diminish the indemnification and advancement rights given by the Company to an Indemnitee, including the right to receive prompt payment of valid indemnification and advancement claims if any third party is unwilling or unable to do so promptly. E. The Company and/or the Managing Member or an affiliate thereofmay, regardless of whether the Indemnitee continues to but shall not be a Member or an officerobligated to, directorpurchase and maintain, employee or agent of the Member or an affiliate thereof at the time any such liability or expense is paid or incurredCompany’s expense, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconduct. (b) The Company may purchase and maintain insurance on behalf of any of the Indemnitees and such persons other Persons as the Managing Member shall determine, including any officers, against any liability that may be asserted against or expense expenses that may be incurred by such person Person in connection with the Company’s activities, regardless of whether the Company would have the power to indemnify such person Person against such liability under the provisions of this Agreement. F. Any liabilities that an Indemnitee incurs as a result of acting on behalf of the Company, or the Managing Member or CLNS Credit (cwhether as a fiduciary or otherwise) Expenses incurred in connection with the operation, administration or maintenance of an employee benefit plan or any related trust or funding mechanism (whether such liabilities are in the form of excise taxes assessed by the IRS, penalties assessed by the Department of Labor, restitutions to such a plan or trust or other funding mechanism or to a participant or beneficiary of such plan, trust or other funding mechanism, or otherwise) shall be treated as liabilities or judgments or fines under this Section 7.7, unless such liabilities arise as a result of the matters described in the proviso of the first sentence of Section 7.7.A. G. In no event may an Indemnitee subject any of the Holders to personal liability by reason of the indemnification provisions set forth in this Agreement. H. An Indemnitee shall not be denied indemnification in defending any claim whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction was otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition terms of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)this Agreement. (d) I. The indemnification provided in provisions of this Section 17 is 7.7 are for the benefit of the Indemnitees Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. Any amendment, modification or repeal of this Section 7.7 or any provision hereof shall be prospective only and shall not in any way affect the Company’s liability to any Indemnitee under this Section 7.7 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. J. If and to the extent any payments to the Managing Member pursuant to this Section 7.7 constitute gross income to the Managing Member (as opposed to the repayment of advances made on behalf of the Company), such amounts shall (unless otherwise required by the Code and the Regulations) constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Company and all Members, and shall not be treated as distributions for purposes of computing the Members’ Capital Accounts.

Indemnification. (a) To the fullest extent permitted by law, the Member Company shall indemnify, defend and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) shall be indemnified and held hold harmless by the Company each Indemnitee from and against any and all losses, claims, damages, liabilities, expenses (including, without limitation, attorneys’ fees and other legal fees and expenses), judgments, liabilitiesfines and settlements (collectively, obligations“Losses”) sustained or incurred by such Indemnitee as a result of any act, penaltiesdecision or omission concerning the business or activities of, settlements and reasonable expenses or that otherwise is related to, the Company (including legal fees) any Losses arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, that relate to or arise in connection with the operations or business of the Company or arise out of or are based upon in whole or in part such Indemnitee’s relationship to the Company, in which the such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise), except to the extent such Losses are determined, by reason a court of its status as (i) competent jurisdiction in a Member of final, non-appealable decision, to result from the Company or (ii) an officer, director, employee or agent of the Company or the Member or an affiliate thereof, regardless of whether the Indemnitee continues to be a Member or an officer, director, employee or agent of the Member or an affiliate thereof at the time any such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconduct. (b) The Company may purchase and maintain insurance on behalf misconduct of such persons as the Member shall determine, including any officers, against any liability that may be asserted against or expense that may be Indemnitee. Reasonable expenses incurred by such person in connection with the Company’s activities, regardless of whether the Company would have the power an Indemnitee who is a party to indemnify such person against such liability under the provisions of this Agreement. (c) Expenses incurred by any Indemnitee in defending any claim with respect to which such Indemnitee may a proceeding shall be entitled to indemnification paid or reimbursed by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to in advance of the final disposition of such claim, the proceeding upon receipt by the Company of a written an undertaking by or on behalf of such the Indemnitee to repay the advanced such amount of such expenses unless if it is shall be determined ultimately that the Indemnitee is not entitled to indemnification by the Company under Section 17(a). (d) be indemnified hereunder. The indemnification provided in by this Section 17 is for the benefit shall be in addition to any other rights to which an Indemnitee or any other person may be entitled under any agreement, as a matter of the law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity unless otherwise provided in a written agreement pursuant to which such Indemnitees and are indemnified. An Indemnitee shall not be deemed denied indemnification in whole or in part under this Section because the Indemnitee had an interest in the transaction with respect to create any right to which the indemnification for any other personsapplies.

Indemnification. (a) To the fullest extent permitted by law: (a) The Company (and any receiver, liquidator, or trustee of, or successor to, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”Company) shall be indemnified indemnify and held hold harmless by the Company each Exculpated Person from and against any and all losses, claims, damages, judgments, liabilities, obligations, losses, damages, penalties, settlements actions, judgments, suits, claims, proceedings, investigations (internal or otherwise), costs, expenses, and reasonable expenses disbursements of any kind or nature whatsoever (including legal fees) arising from all costs and expenses of defense, appeal, and settlement of any and all claims, demandssuits, actions, suits and proceedings involving such Exculpated Person and all costs of investigation (internal or proceedingsotherwise) in connection therewith) that may be imposed on, civilincurred by, criminal, administrative or investigativeasserted against such Exculpated Person in any way relating to or arising out of, in which the Indemnitee may be involvedconnection with, alleged to relate to or arise out of, or threatened in connection with any action or inaction on the part of such Exculpated Person that relates in any way to be involvedthe Company, as a party the Operating Partnership or otherwiseany Subsidiary thereof or any Strategic Investment or to the business or assets thereof; provided, by reason of its status as however, that the indemnification obligations in this Section 10.3(a) shall not apply to (i) a Member the portion of the Company any liability, loss, obligation, damage, penalty, cost, expense or disbursement that results from Disabling Conduct, or (ii) an officerdisputes solely among the Exculpated Persons and which involve no third parties, director, employee or agent unless otherwise approved by the majority of the Company or the Member or an affiliate thereof, regardless of whether the Indemnitee continues to be a Member or an officer, director, employee or agent of the Member or an affiliate thereof at the time any such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductNon-Jamestown Common Shares. (b) Prior to the final disposition of an action, claim or proceeding with respect to which an Exculpated Person may be entitled to indemnification pursuant to this Section 10.3, such Exculpated Person shall be reimbursed by the Company for any expenses that are incurred by such Exculpated Person in connection with such action, claim or proceeding promptly upon receipt by the Company of a legally binding undertaking from the Exculpated Person to repay all amounts so paid by the Company to the extent that it is finally judicially determined (not subject to appeal) that the Exculpated Person is not entitled to be indemnified therefor under the terms hereof; provided, however, that the Company shall not advance any expenses to an Exculpated Person in respect of any action, claim or proceeding brought against such Exculpated Person by at least a majority of the Non-Jamestown Common Shares. In the event that the Company advances funds to an Exculpated Person pursuant to the preceding sentence, such undertaking shall provide that the Company shall have a right of subrogation with respect to any right of such Exculpated Person to recover from any insurance or other source of recovery. (c) If a claim for indemnification or payment of expenses hereunder is not paid in full within ten (10) Business Days after a written claim therefor has been received by the Company, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under this Agreement. (d) If for any reason (other than the Disabling Conduct of such Exculpated Person) the indemnification set forth in Section 10.3(a) is unavailable to an Exculpated Person, or is insufficient to hold such Exculpated Person harmless, in respect of any losses, claims, costs, damages or liabilities referred to in Section 10.3(a), then the Company shall contribute to the amount paid or payable by such Exculpated Person as a result of such loss, claim, cost, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Company, on the one hand, and such Exculpated Person, on the other hand, but also the relative fault of the Company and such Exculpated Person, as well as any relevant equitable considerations. (e) The reimbursement, indemnity and contribution obligations of the Company under this Section 10.3 shall be in addition to any liability which the Company may otherwise have and shall be binding upon and inure to the benefit of any successors, assigns, heirs, and personal representatives of the Company and each Exculpated Person. Any termination of this Agreement or amendment to this Section 10.3 shall not adversely affect any right or protection of an Exculpated Person existing at the time of such termination or amendment. (f) The General Partner shall have the power, on behalf of the Company, to purchase and maintain insurance on behalf of such persons as the Member shall determine, including any officers, Exculpated Persons against any liability that may be asserted against or expense that may be incurred by them in any such person in connection with capacity or arising out of any such Exculpated Person’s status as the Manager, the General Partner, the Company’s activities, regardless the Operating Partnership any of their respective Affiliates, or any member of the Board, director, officer, shareholder, partner, member, employee, trustee, representative, or agent of any of them, whether or not the Company would have the power to indemnify such person Exculpated Person against such liability under the provisions of this Agreement. Notwithstanding any provision hereof to the contrary, each Exculpated Person shall be a third party beneficiary of Section 10.2 and this Section 10.3. (cg) Expenses incurred by This Section 10.3 shall not apply to the actions of the Manager, the General Partner, Jamestown, or any Indemnitee in defending any claim with respect of its Affiliates taken pursuant to Affiliate Service Contracts, which such Indemnitee may actions shall be entitled to indemnification governed by the Company hereunder (including without limitation reasonable attorneys’ fees applicable Affiliate Service Contract and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)provisions set forth therein. (d) The indemnification provided in this Section 17 is for the benefit of the Indemnitees and shall not be deemed to create any right to indemnification for any other persons.

Indemnification. (a) To the fullest extent permitted by lawlaw but subject to the limitations expressly provided in this Agreement, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) all Indemnitees shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligationsjoint or several, penalties, settlements and reasonable expenses (including legal fees) fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which the any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (ior refraining to act) a Member in such capacity on behalf of or for the benefit of the Company or (ii) an officerCompany; provided, directorthat the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, employee or agent in respect of the Company matter for which the Indemnitee is seeking indemnification pursuant to this Section 5.10, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 5.10 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 an affiliate thereof, regardless of whether loan any monies or property to the Indemnitee continues Company to be a Member or an officer, director, employee or agent of the Member or an affiliate thereof at the time any enable it to effectuate such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductindemnification. (b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 5.10(a) in appearing at, participating in or defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 5.10, that the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 5.10. (c) The indemnification provided by this Section 5.10 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law, in equity 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. (d) The Company may purchase and maintain insurance (or reimburse the Member or its Affiliates for the cost of) insurance, on behalf of the Directors, the Officers, the Member, its Affiliates, the Indemnitees and such persons other Persons as the Member shall determine, including any officers, against any liability that may be asserted against against, or expense that may be incurred by by, such person Person in connection with the Company’s activitiesactivities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such person Person against such liability under the provisions of this Agreement. (ce) Expenses incurred For purposes of this Section 5.10, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it 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 5.10(a); and action taken or omitted by an Indemnitee with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company. (f) In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in defending any claim this Agreement. (g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 5.10 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction was otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition terms of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)this Agreement. (dh) The indemnification provided in provisions of this Section 17 is 5.10 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. (i) No amendment, modification or repeal of this Section 5.10 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 this Section 5.10 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.

Indemnification. (a) To the fullest extent permitted by lawlaw but subject to the limitations expressly provided in this Agreement, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) all Indemnitees shall be indemnified and held harmless by the Company Partnership from and against any and all losses, claims, damages, judgments, liabilities, obligationsjoint or several, penalties, settlements and reasonable expenses (including legal fees) fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which the any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as (i) a Member an Indemnitee and relating to the business and affairs of the Company or (ii) an officerPartnership; provided, directorthat the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, employee or agent in respect of the Company or the Member or an affiliate thereof, regardless of whether matter for which the Indemnitee continues is seeking indemnification pursuant to this Section 17, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct, or in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 17 shall be a Member or an officer, director, employee or agent made only out of the Member assets of the Partnership, it being agreed that the General Partner shall not be personally liable for such indemnification and shall have no obligation to contribute or an affiliate thereof at loan any monies or property to the time any Partnership to enable it to effectuate such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductindemnification. (b) The Company may purchase To the fullest extent permitted by law, expenses (including legal fees and maintain insurance expenses) incurred by an Indemnitee who is indemnified pursuant to Section 17(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Partnership prior to a determination that the Indemnitee is not entitled to be indemnified upon receipt by the Partnership of any undertaking by or on behalf of the Indemnitee to repay such persons amount if it shall be determined that the Indemnitee is not entitled to be indemnified as the Member authorized in this Section 17. (c) The indemnification provided by this Section 17 shall determine, including be in addition to any officers, against any liability that other rights to which an Indemnitee may be asserted against entitled under any agreement, pursuant to any vote of the Limited Partner, as a matter of law or expense 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. (d) For purposes of this Section 17, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it 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 17(a); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that may is in the best interests of the Partnership. (e) An Indemnitee shall not be incurred denied indemnification in whole or in part under this Section 17 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by such person in connection with the Company’s activities, regardless of whether the Company would have the power to indemnify such person against such liability under the provisions terms of this Agreement. (c) Expenses incurred by any Indemnitee in defending any claim with respect to which such Indemnitee may be entitled to indemnification by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a). (df) The indemnification provided in provisions of this Section 17 is are for the benefit of the Indemnitees Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. (g) No amendment, modification or repeal of this Section 17 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 Partnership, nor the obligations of the Partnership to indemnify any such Indemnitee under and in accordance with the provisions of this Section 17 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. (h) Subject to the rights of the Indemnitees in Section 17(g), which shall remain in full force and effect, the Limited Partner may, by 14 days notice to the General Partner, terminate this Section 17 (together with its guarantee thereof) on a prospective basis only, following the later of (a) the date the General Partner no longer has the right to indemnification cause the Partnership to appoint at least one Director and (b) the Applicable Date (as defined in the Support Agreement, dated as of June 10, 2010, by and among the Limited Partner, BGH GP Holdings, and certain other parties). Notwithstanding Section 13, prior to the effective date of such termination, the General Partner shall have the right to require the Limited Partner (or a wholly owned Subsidiary of the Limited Partner designated by the Limited Partner) to purchase the interests of the General Partner in the Partnership for any other persons$1,000, effective as of the date of termination of this Section 17.

Indemnification. (a) To the fullest extent permitted by lawlaw but subject to the limitations expressly provided in this Agreement, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) all Indemnitees shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligationsjoint or several, penalties, settlements and reasonable expenses (including legal fees) fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which the any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (ior refraining to act) a Member in such capacity on behalf of or for the benefit of the Company or (ii) an officerCompany; provided, directorthat the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, employee or agent in respect of the Company or the Member or an affiliate thereof, regardless of whether matter for which the Indemnitee continues is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 7.1 shall be a Member or an officer, director, employee or agent made only out of the assets of the Company, it being agreed that the Sole Member shall not be personally liable for such indemnification and shall have no obligation to contribute or an affiliate thereof at loan any monies or property to the time any Company to enable it to effectuate such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductindemnification. (b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7.1(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7.1, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.1. (c) The indemnification provided by this Section 7.1 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law, in equity 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. (d) The Company may purchase and maintain (or reimburse its Affiliates for the cost of) insurance on behalf of the Indemnitees, the Company and its Affiliates and such persons other Persons as the Member Company shall determine, including any officers, against any liability that may be asserted against or expense that may be incurred by such person Person in connection with the Company’s activitiesactivities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such person Person against such liability under the provisions of this Agreement. (ce) Expenses incurred For purposes of this Section 7.1, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it 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 7.1; and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company. (f) In no event may an Indemnitee subject the Sole Member to personal liability by reason of the indemnification provisions set forth in defending any claim this Agreement. (g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.1 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction was otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition terms of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)this Agreement. (dh) The indemnification provided in provisions of this Section 17 is 7.1 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. (i) No amendment, modification or repeal of this Section 7.1 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 this Section 7.1 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. (j) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO SECTION 7.1(A), THE PROVISIONS OF THE INDEMNIFICATION PROVIDED IN THIS SECTION 7.1 ARE INTENDED BY THE PARTIES TO APPLY EVEN IF SUCH PROVISIONS HAVE THE EFFECT OF EXCULPATING THE INDEMNITEE FROM LEGAL RESPONSIBILITY FOR THE CONSEQUENCES OF SUCH PERSON’S NEGLIGENCE, FAULT OR OTHER CONDUCT.

Indemnification. (a) To Notwithstanding the termination of Employee's employment under Section 8 of this Agreement, it is confirmed that, with respect to all periods during which Employee shall be employed by Employer, (i) Employer shall indemnify and reimburse expenses to the fullest extent permitted by law, the Member indemnification and the officers, directors, employees reimbursement provisions of Employer's Certificate of Incorporation and agents By-Laws in effect as of the Company or date of this Agreement, provided that such coverage is not prohibited under the Member or an affiliate thereof (individually, an “Indemnitee”) shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, judgments, liabilities, obligations, penalties, settlements and reasonable expenses (including legal fees) arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, by reason of its status as (i) a Member provisions of the Company or applicable General Corporation Law; and (ii) Employer shall use its best efforts to maintain in effect it's Directors' and Officers' Indemnification Insurance policies (under which Employee shall be deemed an officer"insured" to the fullest extent provided in such policy) and to purchase substitute policies in form and content substantially similar to those presently in force during all periods under which Employee may remain liable under any applicable statute of limitations. Upon request, director, employee or agent Employer shall promptly provide Employee with copies of the Company or the Member or an affiliate thereof, regardless all such policies and any notice of whether the Indemnitee continues to be a Member or an officer, director, employee or agent cancellation of the Member or an affiliate thereof at the time any such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductthem. (b) The Company may purchase In addition to the foregoing, as authorized by the Employer's Certificate of Incorporation and maintain insurance on behalf By-Laws in effect as of such persons the date of this Agreement, the Employer further agrees, to the extent not prohibited by the applicable General Corporation Law, to defend Employee by legal counsel reasonably acceptable to Employee in any threatened or pending action, suit or proceeding as the Member shall determine, including any officers, against any liability that to which Employee may be asserted against entitled to indemnification under this Agreement. In this regard, payment in advance by the Employer of all expenses incurred or expense that may to be incurred by Employee in defending or investigating each and every such person in connection with action, suit or proceeding which has been instituted and is pending on the Company’s activities, regardless of whether the Company would have the power to indemnify such person against such liability under the provisions date of this AgreementAgreement or which shall subsequently be instituted is authorized by the Board of Directors of the Employer, and Employee agrees to repay such advanced amounts in the event it is ultimately determined that Employee is not entitled to be indemnified by the Employer as authorized under its Certificate of Incorporation and By-Laws, and the applicable General Corporation Law. As regards any decision to advance expenses as to any action, suit or proceeding not already referred to in this subparagraph, Employee will be given the same consideration in the reaching of any such decision as shall be given to any person who is a director or officer of Employer at the time of such decision. (c) Expenses incurred Employer further agrees to notify Employee of all threatened or pending actions, suits, or other proceedings by any Indemnitee in defending any claim with respect or against Employer to which such Indemnitee may be entitled Employee is named a party, and to indemnification by filed in connection with it, and shall otherwise keep Employee reasonably informed of the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition status of such claim, upon receipt actions and any offers of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)settlement. (d) The indemnification provided Employee agrees to notify Employer of all threatened or pending actions, suits, or other proceedings against Employee in this Section 17 is for the benefit any capacity as an employee of the Indemnitees and shall not be deemed to create any right to indemnification for any other personsEmployer.

Indemnification. (a) To the fullest extent permitted by lawlaw but subject to the limitations expressly provided in this Agreement, the Member and the officers, directors, employees and agents of the Company or the Member or an affiliate thereof (individually, an “Indemnitee”) all Indemnitees shall be indemnified and held harmless by the Company Partnership from and against any and all losses, claims, damages, judgments, liabilities, obligationsjoint or several, penalties, settlements and reasonable expenses (including legal fees) fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which the any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (ior refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a Member final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the Company matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or (ii) an officerengaged in fraud, directorwillful misconduct or, employee or agent in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 7.7 shall be made only out of the Company or the Member or an affiliate thereof, regardless of whether the Indemnitee continues to be a Member or an officer, director, employee or agent assets of the Member Partnership, it being agreed that the General Partner shall not be personally liable for such indemnification and shall have no obligation to contribute or an affiliate thereof at loan any monies or property to the time any Partnership to enable it to effectuate such liability or expense is paid or incurred, unless the act or failure to act giving rise to indemnity hereunder was performed or omitted fraudulently or constituted gross negligence or willful misconductindemnification. (b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7.7(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Partnership prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7.7, the Indemnitee is not entitled to be indemnified upon receipt by the Partnership of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.7. (c) The Company indemnification provided by this Section 7.7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the holders of Outstanding Limited Partner Interests, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity (including any capacity under the Underwriting Agreement), 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. (d) The Partnership may purchase and maintain insurance (or reimburse the General Partner or its Affiliates for the cost of) insurance, on behalf of the General Partner, its Affiliates and such persons other Persons as the Member General Partner shall determine, including any officers, against any liability that may be asserted against against, or expense that may be incurred by by, such person Person in connection with the CompanyPartnership’s activitiesactivities or such Person’s activities on behalf of the Partnership, regardless of whether the Company Partnership would have the power to indemnify such person Person against such liability under the provisions of this Agreement. (ce) Expenses incurred For purposes of this Section 7.7, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it 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 7.7(a); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Partnership. (f) In no event may an Indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions set forth in defending any claim this Agreement. (g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which such Indemnitee may be entitled to the indemnification applies if the transaction was otherwise permitted by the Company hereunder (including without limitation reasonable attorneys’ fees and disbursements) shall, to the maximum extent permitted by law, be advanced by the Company prior to the final disposition terms of such claim, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay the advanced amount of such expenses unless it is determined ultimately that the Indemnitee is entitled to indemnification by the Company under Section 17(a)this Agreement. (dh) The indemnification provided in provisions of this Section 17 is 7.7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any right to indemnification rights for the benefit of any other personsPersons. (i) No amendment, modification or repeal of this Section 7.7 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 Partnership, nor the obligations of the Partnership to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7.7 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.