Common use of Right to Indemnification Clause in Contracts

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing (“Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, or a Person of which such Person is the legal representative, is or was an Indemnitee or, in each case, a representative thereof shall be indemnified by the Partnership to the fullest extent permitted by applicable Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership to provide broader indemnification rights than said Law permitted the Partnership to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including reasonable attorneys’ and experts’ fees) actually incurred by such Person in connection with such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement).

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (“hereinafter a "Proceeding”"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Personhe or she, or a Person of which such Person person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an Indemnitee orofficial capacity as a director, officer, employee or agent or in each caseany other capacity while serving as a director, a representative thereof officer, employee or agent, shall be indemnified and held harmless by the Partnership Corporation to the fullest extent permitted authorized by applicable the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Partnership Corporation to provide broader indemnification rights than said Law law permitted the Partnership Corporation to provide prior to such amendment) ), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys' fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including reasonable attorneys’ and experts’ feesamounts paid or to be paid in settlement) actually reasonably incurred or suffered by such Person person in connection with therewith and such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 indemnification shall continue as to a Person person who has ceased to serve in the capacity which initially entitled such Person be a director, officer, employee or agent and shall inure to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, the Persons identified above acting Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the capacities described above board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity. For capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the avoidance final disposition of doubt and notwithstanding anything in this Section 7.7 a proceeding shall he made only upon delivery to the contraryCorporation of an undertaking, nothing in by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Agreement shall section or otherwise. The Corporation may, by action of its board of directors, provide for any indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)directors and officers.

Right to Indemnification. Subject The Corporation shall indemnify and hold harmless, to the limitations and conditions fullest extent permitted by applicable law as provided in this Section 7.7it presently exists or may hereafter be amended, each any Person (a “Covered Person”) who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Personhe or she, or a Person of which such Person for whom he or she is the legal representative, is or was an Indemnitee a Director or officer of the Corporation or, in each casewhile a Director or officer of the Corporation, is or was serving at the request of the Corporation as a representative thereof shall be indemnified by the Partnership director, officer, employee, agent or trustee of another entity or enterprise, including service with respect to the fullest extent permitted by applicable Lawemployee benefit plans, as the same exists or may hereafter be amended against all liability and loss suffered and expenses (butincluding, in the case of any such amendmentwithout limitation, only to the extent that such amendment permits the Partnership to provide broader indemnification rights than said Law permitted the Partnership to provide prior to such amendment) against attorneys’ fees and expenses, judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and reasonable expenses (including reasonable attorneys’ and experts’ feesamounts paid or to be paid in settlement) actually reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Proceeding, appeal, inquiry Covered Person only if the commencement of such Proceeding (or investigation (“Loss”), unless (apart thereof) such Loss shall have been finally determined by a court the Covered Person was authorized by the Board. Any reference to an officer of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, the Corporation in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, Article 11 shall be deemed contract rightsto refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and no amendment, modification or repeal any reference to an officer of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the avoidance board of doubt and notwithstanding anything in this Section 7.7 directors or equivalent governing body of such other entity pursuant to the contrary, nothing in this Agreement shall provide for any indemnification certificate of any Partner incorporation and by-laws or any legal representative thereof in respect equivalent organizational documents of any Proceeding by any such other Partner against such Partner for breach of this Agreement entity or any Affiliate Contract (as defined in the GP LLC Agreement)enterprise.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person who was or If Participant is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any threatened, pending actual or completed threatened action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (hereinafter a “Proceedingproceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Personhe is or was an Officer and/or Fiduciary or, or a Person of which such Person is the legal representativewhile an Officer and/or Fiduciary, is or was serving as an Indemnitee orofficer, director, employee or agent of any subsidiary of the Company (or otherwise is or was serving at the request of the Company including service with respect to any employee benefit plan), whether the basis of such proceeding is alleged action in each casean official capacity as an Officer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, a representative thereof he shall be indemnified and held harmless by the Partnership Company to the fullest extent permitted by applicable Lawthe General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Company to provide broader indemnification rights than said Law law permitted the Partnership Company to provide prior to such amendment) ), or by other applicable law as then in effect, against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements ERISA excise taxes or penalties and amounts to be paid in settlement) actually and reasonably incurred or suffered by him in connection therewith and such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to the benefit of Participant’s heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Company shall be required to indemnify Participant in connection with a proceeding (or part thereof) initiated by Participant only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including reasonable attorneys’ and experts’ fees) actually incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by such Person Participant in connection with such Proceeding, appeal, inquiry or investigation his capacity as an Officer and/or a Fiduciary (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything capacity in this Section 7.7 which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the contraryCompany of an undertaking, nothing if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwise, and provided further that except as provided in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or any Affiliate Contract (as defined an advancement of expenses, the Company shall be required to advance expenses to Participant in connection with a proceeding initiated by him only if such proceeding was authorized by the GP LLC Agreement)Board.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, The Company will indemnify each Person who was has been or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, investigative or arbitrative appellate (regardless of whether such action, suit or proceeding is by or in the nature of an alternative dispute resolution in lieu of any right of the foregoing (“Proceeding”), Company or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by third parties) by reason of the fact that such Person, or a Person of which such Person is the legal representative, is or was an Indemnitee ora Member, Director or officer of the Company, or is or was serving at the request of the Company as a director, officer or in each case, a representative thereof shall be indemnified by the Partnership to the fullest extent permitted by applicable Law, as the same exists or may hereafter be amended (but, in the case any other comparable position of any such amendmentOther Enterprise, only to the extent that such amendment permits the Partnership to provide broader indemnification rights than said Law permitted the Partnership to provide prior to such amendment) against all liabilities and expenses, including judgments, penalties (including excise and similar taxes and punitive damages)amounts paid in settlement, fines, settlements and reasonable expenses (including reasonable attorneys’ fees and experts’ fees) expenses, ERISA excise taxes or penalties, fines and other expenses, actually and reasonably incurred by such Person in connection with such Proceedingaction, appealsuit or proceeding (including the investigation, inquiry defense, settlement or investigation (“Loss”appeal of such action, suit or proceeding); provided, unless (a) such Loss shall have been finally determined by a court however, that the Company will not be required to indemnify or advance expenses to any Person on account of competent jurisdiction to have resulted from such Person’s fraudconduct that was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct ormisconduct; provided, further, that the Company will not be required to indemnify or advance expenses to any Person in the case of any Partnerconnection with an action, willful breach of this Agreement. Indemnification under this Section 7.7 shall continue as to a Person who has ceased to serve in the capacity which initially entitled suit or proceeding initiated by such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7unless the initiation of such action, including suit or proceeding was authorized in advance by the rights to advancement granted under Section 7.8Board of Directors; provided, shall further, that a Director or officer will be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to indemnified hereunder only for those actions taken or Proceedingsomitted to be taken by such Director or officer in the discharge of such Director’s or officer’s obligations in connection with the management of the business and affairs of the Company, appealsPVG or any Other Enterprise. The termination of any action, inquiries suit or investigations arising prior proceeding by judgment, order, settlement, conviction or under a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that such Person’s conduct was finally adjudged to any amendmenthave been knowingly fraudulent, modification deliberately dishonest or repealwillful misconduct. The foregoing right to indemnification is for the benefit will apply to all Persons serving as Directors or officers and to all Persons who serve as a representatives of the Persons identified above acting in Company at any time or who serve at any time at the capacities described above and not request of the Company as a director, officer or in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification comparable position of any Partner Other Enterprise. Nothing herein prevents one or more of the Members or PVG from indemnifying their respective representatives or directors or officers under such Member’s or PVG’s organizational documents or other agreements. If any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement Person is entitled to indemnification both from the Company, from a Member or any Affiliate Contract (as defined in from PVG, then indemnification would come first from PVG, then the GP LLC Agreement)Company and thereafter from the Member.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7Article VIII, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing (“Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, or a Person of which such Person is the legal representative, is or was an Indemnitee a Member, a Director or Officer or, in each case, a representative thereof shall be indemnified by the Partnership Company to the fullest extent permitted by applicable Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Company to provide broader indemnification rights than said Law permitted the Partnership Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including reasonable attorneys’ and experts’ fees) actually incurred by such Person in connection with such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any PartnerMember, willful breach of this AgreementAgreement or, in the case of any Director or Officer, knowing and intentional breach of this Agreement or (b) in the case of an Officer, such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such person’s failure to act in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the Company or other failure to comply with such Officer’s duties pursuant to Section 5.6(b), or, with respect to a criminal proceeding, such Officer had reasonable cause to believe his or her conduct was unlawful. Indemnification under this Section 7.7 Article VIII shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7Article VIII, including the rights to advancement granted under Section 7.88.3, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 Article VIII shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 Article VIII to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner Member or any legal representative thereof in respect of any Proceeding brought by any other Partner another Member against such Partner first Member for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)Contract.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person Each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (hereinafter a “Proceedingproceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Personhe or she, or a Person person of which such Person whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the Corporation, whether the basis of such proceeding is alleged action in an Indemnitee orofficial capacity as a director, officer, employee or agent or in each caseany other capacity while serving as a director, a representative thereof officer, employee or agent, shall be indemnified and held harmless by the Partnership Corporation to the fullest extent permitted authorized by applicable Lawthe DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the fullest extent permitted by law, only to the extent that such amendment permits the Partnership Corporation to provide broader indemnification rights than said Law law permitted the Partnership Corporation to provide prior to such amendment) ), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements amounts paid or to be paid in settlement, and reasonable expenses (including reasonable attorneys’ and experts’ feesexcise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) actually reasonably incurred or suffered by such Person person in connection with therewith and such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 indemnification shall continue as to a Person person who has ceased to serve in the capacity which initially entitled such Person be a director, officer, employee or agent and shall inure to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) below, the Persons identified above acting Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the capacities described above board of directors of the Corporation. The right to indemnification conferred in this Article shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the DGCL requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity. For capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the avoidance final disposition of doubt and notwithstanding anything in this Section 7.7 a proceeding, shall be made only upon delivery to the contraryCorporation of an undertaking, nothing in by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Agreement shall Article or otherwise. The Corporation may, by action of the board of directors, provide for any indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)directors and officers.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person Each person who was or is made a party or is threatened to be made a party to or is involved (as a party, witness or otherwise) in any threatened, pending or completed action, suit suit, arbitration, alternative dispute mechanism, inquiry, administrative or legislative hearing, investigation or any other threatened, pending or completed proceeding, including any and all appeals, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Personhe or she, or a Person person of which such Person whom he or she is the legal representative, is or was a director, officer or employee of the Corporation (including service with respect to employee benefit plans) or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, whether the basis of the Proceeding is alleged action in an Indemnitee orofficial capacity as a director, officer, employee or agent or in each caseany other capacity while serving as a director, a representative thereof officer, employee, employee or agent (hereafter an “Indemnitee”), shall be indemnified and held harmless by the Partnership Corporation to the fullest extent permitted authorized by applicable Lawthe Delaware law, as the same exists or may hereafter be amended (butor interpreted, in the case of any such amendmentagainst all expenses, only to the extent that such amendment permits the Partnership to provide broader indemnification rights than said Law permitted the Partnership to provide prior to such amendment) against judgments, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including reasonable attorneys’ amounts paid or to be paid in settlement and experts’ feesany interest, assessments or other charges imposed thereon, and any federal, state, local or foreign taxes imposed on any Indemnitee as a result of the actual or deemed receipt of any payments under this Article IX) actually or reasonably incurred by such Person person in connection with such Proceedinginvestigating, defending, being a witness in or participating in (including on appeal), inquiry or investigation preparing for any of the foregoing in, any Proceeding (hereinafter “LossExpenses”); provided, unless however, that except as to Proceedings to enforce rights to indemnification, the Corporation shall indemnify any Indemnitee seeking indemnification in connection with a Proceeding (aor part thereof) initiated by such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, Indemnitee only if the Proceeding (or part thereof) was authorized in the case first instance by the Board of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit Directors of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)Corporation.

Right to Indemnification. Subject To the maximum extent permitted under the Act and other applicable law, no Member, Director, or Officer of this Company shall be personally liable for any debt, obligation or liability of this Company merely by reason of being a Member, Director or Officer. No Director or Officer of this Company shall be personally liable to this Company or its Members for monetary damages for a breach of fiduciary duty by such Director or Officer; provided that this provision shall not eliminate or limit the limitations and conditions as provided in this Section 7.7, each Person who was liability of a Director or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of Officer for any of the foregoing following: (“Proceeding”)i) receipt of an improper financial benefit to which the Director is not entitled; (ii) intentional infliction of harm on the Company or the Members; (iii) liability for receipt or payment of distributions in violation of the articles of organization, this Agreement or the Act; or (iv) an intentional violation of criminal law. To the maximum extent permitted under the Act and other applicable law, the Company, its receiver, or its trustee (in the case of its receiver or trustee, to the extent of Company Property) shall indemnify, save and hold harmless, and pay all judgments and claims against each Director or Officer relating to any appeal in such a Proceeding liability or any inquiry or investigation that could lead to such a Proceeding, damage incurred by reason of any act performed or omitted to be performed by such Director or Officer in connection with the fact that business of the Company, including reasonable attorneys’ fees incurred by such PersonDirector or Officer in connection with the defense of any action based on any such act or omission, or a Person of which attorneys’ fees may be paid as incurred, including all such Person is liabilities under federal and state securities laws as permitted by law. To the legal representative, is or was an Indemnitee ormaximum extent permitted under the Act and other applicable law, in each casethe event of any action by a Unit Holder against any Director, including a representative thereof derivative suit, the Company shall indemnify, save harmless, and pay all costs, liabilities, damages and expenses of such Director, including reasonable attorneys’ fees incurred in the defense of such action. Notwithstanding the foregoing provisions, no Director shall be indemnified by the Partnership Company to the fullest extent permitted by applicable Law, as the same exists prohibited or may hereafter be amended limited (but, in the case of any such amendment, but only to the extent that limited) by the Act. The Company may purchase and maintain insurance on behalf of any Person in such amendment permits the Partnership to provide broader indemnification rights than said Law permitted the Partnership to provide prior to such amendment) Person’s official capacity against judgments, penalties (including excise any liability asserted against and similar taxes and punitive damages), fines, settlements and reasonable expenses (including reasonable attorneys’ and experts’ fees) actually incurred by such Person in connection with such Proceedingor arising from that capacity, appeal, inquiry whether or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction not the Company would otherwise be required to have resulted from such Person’s fraud, willful misconduct or, in indemnify the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 shall continue as to a Person who has ceased to serve in against the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)liability.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, The Company shall indemnify each Person who was has been or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, investigative or arbitrative appellate (regardless of whether such action, suit or proceeding is by or in the nature of an alternative dispute resolution in lieu of any right of the foregoing (“Proceeding”), Company or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by third parties) by reason of the fact that such Person, or a Person of which such Person is the legal representative, is or was a Voting Member of the Company, an Indemnitee or, in each caseofficer of the Company, a representative thereof shall be indemnified by Representative or is or was serving at the Partnership to request of the fullest extent permitted by applicable LawCompany as a director, as the same exists officer or may hereafter be amended (but, in the case any other comparable position of any such amendmentOther Enterprise, only to the extent that such amendment permits the Partnership to provide broader indemnification rights than said Law permitted the Partnership to provide prior to such amendment) against all liabilities and expenses, including, without limitation, judgments, penalties (including amounts paid in settlement, attorneys' fees, ERISA excise taxes or penalties, fines and similar taxes other expenses, actually and punitive damages), fines, settlements and reasonable expenses (including reasonable attorneys’ and experts’ fees) actually reasonably incurred by such Person in connection with such Proceedingaction, appealsuit or proceeding (including, inquiry without limitation, the investigation, defense, settlement or investigation (“Loss”appeal of such action, suit or proceeding); provided, unless (a) however, that the Company shall not be required to indemnify or advance expenses to any Person on account of such Loss shall Person's conduct that was finally adjudged to have been finally determined knowingly fraudulent, deliberately dishonest or willful misconduct; provided, further, that the Company shall not be required to indemnify or advance expenses to any Person in connection with an action, suit or proceeding initiated by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7unless the initiation of such action, including suit or proceeding was authorized in advance by the rights to advancement granted under Section 7.8Voting Members; provided, however, that an officer or Representative shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to indemnified hereunder only for those actions taken or Proceedingsomitted to be taken by such Person in the discharge of such Person's obligations in connection with the management of the business and affairs of the Company or any Other Enterprise. The termination of any action, appealssuit or proceeding by judgment, inquiries order, settlement, conviction or investigations arising prior under a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that such Person's conduct was finally adjudged to any amendmenthave been knowingly fraudulent, modification deliberately dishonest or repealwillful misconduct. The foregoing right to indemnification is for shall apply to all Persons serving as officers and to all Persons who serve as a Representative at any time or who serve at any time at the benefit request of the Persons identified above acting in the capacities described above and not Company as a director, officer or in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification comparable position of any Partner Other Enterprise. Nothing herein prevents any Member from indemnifying its representatives or officers under such Member's organizational documents or other agreements. If any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in Person is entitled to indemnification both from the GP LLC Agreement)Company and from a Member, then indemnification would come first from the Company and thereafter from the Member.

Right to Indemnification. (i) Subject to the limitations and conditions as provided in this Section 7.717, each of (A) any Person who is or was an affiliate of the Company, (B) any Person who is or was a member, manager, partner, equityholder, director, officer, fiduciary or trustee of the Company or any affiliate of the Company, (C) any Person who is or was serving at the request of the Company or any affiliate of the Company as an officer, director, member, manager, partner, venturer, fiduciary, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic Person or other enterprise; provided, that a Person shall not be an Indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (D) any Specified Person (including in its capacity as a service provider to the Company or any of its direct or indirect subsidiaries), and (E) any Person the Board designates as an “Indemnitee” for purposes of this Agreement (an “Indemnitee”) who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Personhe or she, or a Person of which such Person whom he or she is the legal representative, is or was a Member or an Indemnitee orIndemnitee, in each case, a representative thereof shall be indemnified by the Partnership Company to the fullest extent permitted by applicable Lawthe Act, as the same exists or may hereafter be amended (butamended, in the case of any such amendment, only but subject to the extent that such amendment permits the Partnership to provide broader indemnification rights than said Law permitted the Partnership to provide prior to such amendment) limitations expressly provided in this Agreement, against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including reasonable attorneys’ and experts’ fees) actually incurred by such Person Indemnitee in connection with such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification and indemnification under this Section 7.7 17 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person Indemnitee to indemnity hereunder; provided, that, except to the extent such Indemnitee is entitled to or receives exculpation pursuant to Section 17(a), no Indemnitee shall be indemnified for any Liability actually incurred by such Indemnitee that is attributable to (1) such Indemnitee’s or its affiliates’ (the term “affiliates” excluding, for purposes hereof, the Company’s and its direct or indirect subsidiaries) fraud, gross negligence, willful misconduct, intentional and material breach of this Agreement or any other agreement executed by such Indemnitee with the Company, or, in the case of a criminal matter, such Person having acted or failed to act with knowledge that such conduct was unlawful, in each case, as determined by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected), (2) an Officer’s (other than any Specified Officer) breach of fiduciary duties, (3) proceedings initiated by the Indemnitee or proceedings against the Company or any of its direct or indirect subsidiaries, (4) proceedings initiated by the Company or any of its direct or indirect subsidiaries against an employee, or (5) economic losses or tax obligations incurred by an Indemnitee as a result of owning Units. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, 17 shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 17 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations Proceedings arising prior to any amendment, modification or repeal. The foregoing It is expressly acknowledged that the indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything provided in this Section 7.7 to the contrary, nothing in this Agreement shall provide 17 could involve indemnification for any indemnification negligence or under theories of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)strict liability.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person Each person who was or is made a party or party, is threatened to be made a party to to, or is otherwise involved in in, as a witness or otherwise, any threatened, pending or completed action, suit or proceedingproceeding (brought in the right of the Corporation or otherwise), whether civil, criminal, administrative or arbitrative investigative and whether formal or in the nature of an alternative dispute resolution in lieu of informal, including any of the foregoing and all appeals (hereinafter a “Proceedingproceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Personhe or she is or was or has agreed to become a director or an officer of the Corporation, or while serving as a Person director or officer of which such Person is the legal representativeCorporation, is or was an Indemnitee orserving or has agreed to serve at the request of the Corporation as a director, in each caseofficer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (each, a representative thereof “Person”), or by reason of any action alleged to have been taken or omitted by such person in any such capacity or in any other capacity while serving or having agreed to serve as a director, officer, employee or agent (hereinafter an “indemnitee”), shall be indemnified and held harmless by the Partnership Corporation to the fullest extent permitted by applicable Lawthe DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Corporation to provide broader indemnification rights than said Law the DGCL permitted the Partnership Corporation to provide prior to such amendment) ), from and against all loss and liability suffered and expenses (including, without limitation, attorneys’ fees, costs and expenses), judgments, fines ERISA excise taxes or penalties (including excise and similar taxes amounts paid or to be paid in settlement actually and punitive damages), fines, settlements and reasonable expenses (including reasonable attorneys’ and experts’ fees) actually reasonably incurred by such Person or on behalf of an indemnitee in connection with such Proceedingaction, appealsuit or proceeding, inquiry including any appeals or investigation (“Loss”), unless (a) suffered by such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from indemnitee in connection therewith and such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 indemnification shall continue as to a Person an indemnitee who has ceased to serve in the capacity which initially entitled such Person indemnitee to indemnity hereunder. The rights granted pursuant hereunder and shall inure to this the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights 8.03 with respect to actions taken proceedings to enforce rights to indemnification or Proceedings, appeals, inquiries advancement of expenses or investigations arising prior with respect to any amendmentcompulsory counterclaim brought by such indemnitee, modification the Corporation shall indemnify any such indemnitee in connection with a proceeding (or repeal. The foregoing indemnification is part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors; provided, further, that the Corporation shall not be obligated under this Section 8.01: (a) to indemnify an indemnitee under these Bylaws for any amounts paid in settlement of an action, suit or proceeding unless the benefit Corporation consents to such settlement, which consent shall not be unreasonably withheld, delayed or conditioned, or (b) to indemnify an indemnitee for any disgorgement of profits made from the purchase or sale by indemnitee of securities of the Persons identified above acting Corporation under Section 16(b) of the Exchange Act. In addition, subject to Section 8.04, the Corporation shall not be liable under this Article VIII to make any payment of amounts otherwise indemnifiable hereunder (including, without limitation, judgments, fines and amounts paid in the capacities described above settlement) if and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 to the contrary, nothing in extent that the indemnitee has otherwise actually received such payment under this Agreement shall provide for any indemnification of any Partner Article VIII or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement insurance policy, contract, agreement or any Affiliate Contract (as defined in the GP LLC Agreement)otherwise.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, The Company shall indemnify each Person who was has been or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, investigative or arbitrative appellate (regardless of whether such action, suit or proceeding is by or in the nature of an alternative dispute resolution in lieu of any right of the foregoing (“Proceeding”), Company or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by third parties) by reason of the fact that such Person, or a Person of which such Person is the legal representative, is or was an Indemnitee ora Member or Manager of the Company, or is or was serving at the request of the Company as a director, officer or in each case, a representative thereof shall be indemnified by the Partnership to the fullest extent permitted by applicable Law, as the same exists or may hereafter be amended (but, in the case any other comparable position of any such amendmentOther Enterprise against all liabilities and expenses, only to the extent that such amendment permits the Partnership to provide broader indemnification rights than said Law permitted the Partnership to provide prior to such amendment) against including, without limitation, judgments, penalties (including excise and similar taxes and punitive damages)amounts paid in settlement, fines, settlements and reasonable expenses (including reasonable attorneys’ fees, excise taxes or penalties, fines and experts’ fees) other expenses, actually and reasonably incurred by such Person in connection with such Proceedingaction, appealsuit or proceeding (including, inquiry without limitation, the investigation, defense, settlement or investigation (“Loss”appeal of such action, suit or proceeding); provided, unless (a) however, that if the Company brings such Loss shall have been finally determined by suit against such Person as Member, Manager, employee or agent of the Company and a court of competent jurisdiction finds that such Person is liable to have resulted the Company, no indemnification may be granted for claims or settlements paid to the Company unless and to the extent that a court of competent jurisdiction determines under the circumstances such indemnity is fair, reasonable and appropriate; additionally that the Company shall not be required to indemnify or advance expenses to any Person from or on account of such Person’s fraudconduct that was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct ormisconduct; provided, further, that the Company shall not be required to indemnify or advance expenses to any Person in connection with an action, suit or proceeding initiated by such Person unless the initiation of such action, suit or proceeding was authorized in advance by the Managers; provided, further, that a Manager shall be indemnified hereunder only for those actions taken or omitted to be taken by such Manager in the case discharge of any Partner, willful breach such Manager’s obligations for the management of this Agreement. Indemnification under this Section 7.7 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including business and affairs of the rights to advancement granted under Section 7.8, shall be deemed contract rights, Company and no amendment, modification or repeal that the provisions of this Section 7.7 shall have the effect of limiting or denying any such rights with respect 5.13 are not intended to actions taken or Proceedings, appeals, inquiries or investigations arising prior extend indemnification to any amendment, modification or repeal. The foregoing indemnification is Manager for the benefit any obligations of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 to the contrary, nothing such Manager undertaken in this Agreement shall provide for any indemnification in such Manager’s capacity as a Member. The termination of any Partner action, suit or any legal representative thereof in respect proceeding by judgment, order, settlement, conviction or under a plea of any Proceeding by any other Partner against nolo contendere or its equivalent, shall not, of itself, create a presumption that such Partner for breach of this Agreement Person’s conduct was finally adjudged to have been knowingly fraudulent, deliberately dishonest or any Affiliate Contract (as defined in the GP LLC Agreement)willful misconduct.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person who was or If Indemnitee is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any threatened, pending actual or completed threatened action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (hereinafter a “Proceedingproceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, or a Person of which such Person is the legal representative, Indemnitee is or was a Director or an Officer of the Company (or of any subsidiary of the Company) or is or was serving at the request of the Company or the Board, including service with respect to any employee benefit plan or any subsidiary of the Company, whether the basis of such proceeding is alleged action in an official capacity as a Director or an Officer or in any other capacity while serving as a Director or an Officer, Indemnitee or, in each case, a representative thereof shall be indemnified and held harmless by the Partnership Company to the fullest extent permitted by applicable LawSection 18-108 of the Delaware Limited Liability Company Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Company to provide broader indemnification rights than said Law law permitted the Partnership Company to provide prior to such amendment) ), or by other applicable law as then in effect, against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements or penalties and reasonable expenses (including reasonable attorneys’ and experts’ feesamounts to be paid in settlement) actually and reasonably incurred or suffered by Indemnitee in connection therewith and such Person indemnification shall continue after Indemnitee has ceased to be a Director or an Officer and shall inure to the benefit of Indemnitee’s heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Company shall be required to indemnify Indemnitee in connection with a proceeding (or part thereof) initiated by Indemnitee only if such Proceeding, appeal, inquiry proceeding (or investigation (“Loss”), unless (apart thereof) such Loss shall have been finally determined was authorized by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)Board.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person Each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit suit, claim or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (hereinafter a “Proceedingproceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, he or she or a Person person of which such Person whom he or she is the legal representative, representative is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the Corporation, whether the basis of such proceeding is alleged action in an Indemnitee orofficial capacity as a director, officer, employee or agent or in each caseany other capacity while serving as a director, a representative thereof officer, employee or agent, shall be indemnified and held harmless by the Partnership Corporation to the fullest extent permitted authorized by applicable Law, the Delaware General Corporation Law as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Corporation to provide broader indemnification rights than said Law law permitted the Partnership Corporation to provide prior to such amendment) ), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including reasonable attorneys’ and experts’ feesamounts paid or to be paid in settlement) actually reasonably incurred or suffered by such Person person in connection with therewith and such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 indemnification shall continue as to a Person person who has ceased to serve in the capacity which initially entitled such Person be a director, officer, employee or agent and shall inure to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting his or her heirs, executors and administrators; provided, however, that except as provided in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach 10.4 of this Agreement Article X, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or any Affiliate Contract part thereof) initiated by such person only if such proceeding (as defined in or part thereof) was authorized by the GP LLC Agreement)board of directors.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person (A) Each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (hereinafter a “Proceedingproceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, he or she or a Person person of which such Person whom he or she is the legal representative, is or was an Indemnitee oror has agreed to become a director or officer of the Corporation or is or was serving or has agreed to serve, at the request of the Corporation, in each caseany capacity, with any corporation, partnership or other entity in which the Corporation has a representative thereof partnership or other interest, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving or having agreed to serve as a director or officer of the Corporation, shall be indemnified and held harmless by the Partnership Corporation to the fullest extent permitted authorized by applicable Lawthe DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Corporation to provide broader indemnification rights than said Law law permitted the Partnership Corporation to provide prior to such amendment) ), against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements ERISA excise taxes or penalties and reasonable expenses (including reasonable attorneys’ and experts’ feesamounts paid or to be paid in settlement) actually reasonably incurred or suffered by such Person person in connection with therewith and such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 indemnification shall continue as to a Person person who has ceased to serve in the capacity which initially entitled such Person person to indemnity hereunder. The rights granted hereunder and shall inure to the benefit of his or her heirs, executors and administrators, and (B) the Corporation shall indemnify and hold harmless in such manner any person designated by the Board, or any committee thereof, as a person subject to this indemnification provision, and who was or is made a party or is threatened to be made a party to a proceeding by reason of the fact that he, she or a person of whom he or she is the legal representative, is or was serving at the request of the Board as a director, officer, employee or agent of another corporation or a partnership, joint venture, trust or other enterprise whether such request is made before or after the acts taken or allegedly taken or events occurring or allegedly occurring which give rise to such proceeding; provided, however, that except as provided in subsection (b)(ii) of this Article NINTH, the Corporation shall indemnify any such person seeking indemnification pursuant to this Section 7.7, including subsection in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the rights Board. The right to advancement granted under Section 7.8indemnification conferred herein shall be a contract right based upon an offer from the Corporation which shall be deemed to have been made to a person subject to subsection (b)(i)(A) on the date this Certificate of Incorporation is effective and to a person subject to subsection (b)(i)(B) on the date designated by the Board, shall be deemed contract rightsto be accepted, (i) in the case of a person subject to subsection (b)(i)(A) by such person’s service or continued service as a director or officer of the Corporation for any period after the offer is made and (ii) in the case of a person subject to subsection (b)(i)(B), by such person’s continued service in such capacity as such person was serving when designated as subject to subsection (b)(i)(B) by the Board, or any committee thereof, or if such person is no amendmentlonger serving in such capacity, modification or repeal of this Section 7.7 by such person’s written acceptance and, in each case, shall have include the effect of limiting or denying right to be paid by the Corporation the expenses incurred in defending any such rights with respect to actions taken proceeding in advance of its final disposition; provided further, however, that if the DGCL requires, the payment of such expenses incurred by a current, former or Proceedings, appeals, inquiries proposed director or investigations arising prior to any amendment, modification officer in his or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting in the capacities described above her capacity as a director or officer or proposed director or officer (and not in any other capacity. For capacity in which service was or is or has been agreed to be rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the avoidance final disposition of doubt and notwithstanding anything in this Section 7.7 a proceeding, shall be made only upon delivery to the contraryCorporation of an undertaking, nothing in by or on behalf of such indemnified person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified person is not entitled to be indemnified under this Agreement shall Article NINTH or otherwise. The Corporation may, by action of the Board, provide for any indemnification or advancement to employees or agents of the Corporation with the same scope and effect as the foregoing indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)directors and officers.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of being or having been a director or officer of the fact that Company or serving or having served at the request of the Company as a director, trustee, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Personproceeding is alleged action or failure to act in an official capacity as a director, trustee, officer, employee or agent or in any other capacity while serving as a Person of which such Person is the legal representativedirector, is trustee, officer, employee or was an Indemnitee oragent, in each case, a representative thereof shall be indemnified and held harmless by the Partnership Company to the fullest extent permitted authorized by applicable Lawthe DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Company to provide broader indemnification rights than said Law permitted prior thereto) (as used in this Article 7, the Partnership to provide prior to such amendment) “Delaware Law”), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including reasonable attorneys’ and experts’ feesamounts paid in settlement) actually reasonably incurred or suffered by such Person Indemnitee in connection with therewith and such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 indemnification shall continue as to a Person an Indemnitee who has ceased to serve in the capacity which initially entitled such Person be a director, trustee, officer, employee, or agent and shall inure to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting Indemnitee’s heirs, executors, and administrators; provided, however, that, except as provided in Section 7.2 hereof with respect to Proceedings to enforce rights to indemnification, the capacities described above and not Company shall indemnify any such Indemnitee in any other capacityconnection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board of Directors of the Company. For the avoidance of doubt and notwithstanding anything The right to indemnification conferred in this Section 7.7 Article 7 shall be a contract right and shall include the right to be paid by the Company the expenses (including attorneys’ fees) incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that, if the Delaware Law so requires, an Advancement of Expenses incurred by an Indemnitee shall be made only upon delivery to the contraryCompany of an undertaking (an “Undertaking”), nothing in by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Agreement shall provide for any indemnification of any Partner Article 7 or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)otherwise.

Right to Indemnification. Subject to As stated in the limitations and conditions as provided in this Section 7.7Company's By-laws, each Person "Each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (“Proceeding”a "proceeding"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Personhe, or a Person person of which such Person whom he is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action or inaction in an Indemnitee orofficial capacity or in any other capacity while serving as director, in each caseofficer, a representative thereof employee or agent, shall be indemnified and held harmless by the Partnership corporation to the fullest extent permitted by applicable Lawthe General Corporation Law of Delaware, as the same exists or may hereafter be amended (butfrom time to time, in the case of any such amendmentagainst all costs, only to the extent that such amendment permits the Partnership to provide broader indemnification rights than said Law permitted the Partnership to provide prior to such amendment) against judgmentscharges, penalties expenses, liabilities and losses (including excise and similar taxes and punitive damages)attorneys' fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including reasonable attorneys’ and experts’ feesamounts paid or to be paid in settlement) actually reasonably incurred or suffered by such Person person in connection with such Proceedingtherewith, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 and that indemnification shall continue as to a Person person who has ceased to serve in the capacity which initially entitled such Person be a director, officer, employee or agent and shall inure to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of his heirs, executors and administrators; provided, however, that, except as provided in section 6.2, the Persons identified above acting corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by that person, only if that proceeding (or part thereof) was authorized by the capacities described above Board. The right to indemnification conferred in these by-laws shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the General Corporation Law of Delaware, as amended from time to time, requires, the payment of such expenses incurred by a director or officer in his capacity as a director or officer (and not in any other capacity. For capacity in which service was or is rendered by that person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the avoidance final disposition of doubt and notwithstanding anything in this Section 7.7 a proceeding shall be made only upon delivery to the contrarycorporation of an undertaking, nothing in this Agreement by or on behalf of such director or officer, to repay all amounts so advanced, if it shall ultimately be determined that such director or officer is not entitled to be indemnified under these by-laws or otherwise. The corporation may, by action of its Board, provide for any indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)directors and officers."

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person Each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (hereinafter a “Proceedingproceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Personhe or she, or a Person person of which such Person whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an Indemnitee orofficial capacity as a director, officer, employee or agent or in each caseany other capacity while serving as a director, a representative thereof officer, employee or agent, shall be indemnified and held harmless by the Partnership Corporation to the fullest extent permitted authorized by applicable Lawthe General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the fullest extent permitted by law, only to the extent that such amendment permits the Partnership Corporation to provide broader indemnification rights than said Law law permitted the Partnership Corporation to provide prior to such amendment) ), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements amounts paid or to be paid in settlement, and reasonable expenses (including reasonable attorneys’ and experts’ feesexcise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) actually reasonably incurred or suffered by such Person person in connection with therewith and such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 indemnification shall continue as to a Person person who has ceased to serve in the capacity which initially entitled such Person be a director, officer, employee or agent and shall inure to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) hereof, the Persons identified above acting Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the capacities described above Board. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity. For capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the avoidance final disposition of doubt and notwithstanding anything in a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 7.7 or otherwise. The Corporation may, by action of the Board, provide indemnification to employees and agents of the contrary, nothing in this Agreement shall provide for any Corporation with the same scope and effect as the foregoing indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)directors and officers.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7ARTICLE VII, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or administrative, arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing (“Proceeding”hereinafter a "PROCEEDING"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Personhe or she, or a Person of which such Person whom he or she is the legal representative, is or was an Indemnitee ora Unitholder, in each caseManager or Officer, or while a representative thereof Unitholder, Manager or Officer is or was serving at the request of the LLC as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Partnership LLC to the fullest extent permitted by applicable Lawthe Delaware Act, as the same exists exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership LLC to provide broader indemnification rights than said Law law permitted the Partnership LLC to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including reasonable attorneys’ and experts’ ' fees) actually incurred by such Person in connection with such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification and indemnification under this Section 7.7 ARTICLE VII shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, ARTICLE VII shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 ARTICLE VII shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations Proceedings arising prior to any amendment, modification or repeal. The foregoing It is expressly acknowledged that the indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything provided in this Section 7.7 to the contrary, nothing in this Agreement shall provide ARTICLE VII could involve indemnification for any indemnification negligence or under theories of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)strict liability.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (hereinafter a “Proceedingproceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, he or a Person of which such Person is the legal representative, she is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (hereinafter an Indemnitee or“indemnitee”), whether the basis of such proceeding is alleged action in each case, an official capacity as a representative thereof director or officer or in any other capacity while serving as a director or officer shall be indemnified and held harmless by the Partnership Corporation to the fullest extent permitted authorized by applicable the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Corporation to provide broader indemnification rights than said Law such law permitted the Partnership Corporation to provide prior to such amendment) ), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including reasonable attorneys’ and experts’ feesamounts paid in settlement) actually reasonably incurred or suffered by such Person indemnitee in connection with therewith and such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 indemnification shall continue as to a Person an indemnitee who has ceased to serve in the capacity which initially entitled such Person be a director or officer and shall inure to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 8.02 of this Article VIII with respect to proceedings to enforce rights to indemnification, the capacities described above Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity. For the avoidance of doubt and notwithstanding anything capacity in this Section 7.7 which service was or is rendered by such indemnitee, including without limitation, service to an employee benefit plan) shall be made only upon delivery to the contraryCorporation of an undertaking, nothing in by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Agreement shall provide for any indemnification of any Partner Article VIII or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract otherwise (as defined in the GP LLC Agreementhereinafter an “undertaking”).

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person Each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (hereinafter a “Proceedingproceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, he or she or a Person person of which such Person whom he or she is the legal representative, is or was or has agreed to become a director or officer of the Corporation or is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an Indemnitee orofficial capacity as a director or officer or in any other capacity while serving or having agreed to serve as a director or officer, in each case, a representative thereof shall be indemnified and held harmless by the Partnership Corporation to the fullest extent permitted authorized by applicable Lawthe DGCL, as the same exists or may hereafter be amended amended, (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Corporation to provide broader indemnification rights than said Law law permitted the Partnership Corporation to provide prior to such amendment) against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)without limitation, attorneys’ fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including reasonable attorneys’ and experts’ feesamounts paid or to be paid in settlement) actually reasonably incurred or suffered by such Person person in connection with therewith and such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 indemnification shall continue as to a Person person who has ceased to serve in the capacity which initially entitled such Person person to indemnity hereunder. The rights granted pursuant hereunder and shall inure to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of his or her heirs, executors and administrators; provided, however, that the Persons identified above acting Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof), other than a proceeding (or part thereof) brought under Section 3 of this Article VI, initiated by such person or his or her heirs, executors and administrators only if such proceeding (or part thereof) was authorized by the capacities described above Board of Directors. The right to indemnification conferred in this Article VI shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the DGCL requires, the payment of such expenses incurred by a current, former or proposed director or officer in his or her capacity as a director or officer or proposed director or officer (and not in any other capacity. For capacity in which service was or is or has been agreed to be rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the avoidance final disposition of doubt and notwithstanding anything in a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnified person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified person is not entitled to be indemnified under this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)otherwise.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7Article 8, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing (“hereinafter a "Proceeding”"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, or a Person of which such Person is the legal representative, is or was an Indemnitee ora Member, in each case, a representative thereof Advisor or officer shall be indemnified by the Partnership Company to the fullest extent permitted by applicable Lawlaw, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Company to provide broader indemnification rights than said Law law permitted the Partnership Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including including, without limitation, reasonable attorneys’ ' fees and experts’ feesexpenses) actually incurred by such Person in connection with such Proceeding, appeal, inquiry or investigation (“Loss”)investigation, unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification and indemnification under this Section 7.7 Article 8 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder; provided, that such Person shall be entitled to indemnification hereunder only if such Person acted in good faith and in a manner such Person reasonably believed to be in or not opposed to the best interest of the Company. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, Article 8 shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 Article 8 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement).

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7Article 11, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or administrative, arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Personit, or a Person of which such Person whom it is the legal representative, is or was a Managing Member, an Indemnitee orAffiliate of a Managing Member, in each case, a representative thereof or Member of the Company shall be indemnified by the Partnership Company to the fullest extent permitted by the Act or any other applicable Law, as the same exists law or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership to provide broader indemnification rights than said Law permitted the Partnership to provide prior to such amendment) judicial ruling against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including reasonable including, without limitation, costs of suit and attorneys’ and experts’ fees) actually incurred by such Person in connection with such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification and indemnification under this Section 7.7 Article 11 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, Article 11 shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 Article 11 shall have the effect of limiting or denying any such rights with respect to causes of action accrued, actions taken or Proceedings, appeals, inquiries or investigations Proceedings arising prior to any such amendment, modification or repeal. The foregoing It is expressly acknowledged that the indemnification is provided in this Article 11 could involve indemnification for the benefit negligence or under theories of strict liability; provided, however, that notwithstanding any other provision of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 Agreement to the contrary, nothing a Person shall not be indemnified by the Company against any judgments, penalties, fines, settlements and expenses incurred by such Person which arise in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of connection with any Proceeding if such Proceeding arises from bad faith, gross negligence or willful misconduct by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)Person.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, investigative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing otherwise (hereinafter a “Proceedingproceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Personhe or she is or was a director or officer of the Corporation or, while serving as a director or a Person officer of which such Person is the legal representativeCorporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an Indemnitee oremployee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in each casean official capacity as a director, officer, employee or agent or in any other capacity while serving as a representative thereof director, officer, employee or agent, shall be indemnified and held harmless by the Partnership Corporation to the fullest extent permitted authorized by applicable Lawthe DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, except as may be prohibited by applicable law, only to the extent that such amendment permits the Partnership Corporation to provide broader indemnification rights than said Law permitted the Partnership to provide prior to such amendment) thereto), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including reasonable attorneys’ and experts’ feesamounts paid in settlement) actually reasonably incurred or suffered by such Person indemnitee in connection with therewith and such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 indemnification shall continue as to a Person an indemnitee who has ceased to serve in the capacity which initially entitled such Person be a director, officer, employee or agent and shall inure to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach subsection 2(c) below of this Agreement Article SEVENTH with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or any Affiliate Contract part thereof) initiated by such indemnitee only if such proceeding (as defined in or part thereof) was authorized by the GP LLC Agreement)board of directors of the Corporation.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person Each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (“Proceeding”hereinafter a "proceeding"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, he or she or a Person person of which such Person whom he or she is the legal representative, is or was or has agreed to become a director or officer of the Corporation or is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an Indemnitee orofficial capacity as a director or officer or in any other capacity while serving or having agreed to serve as a director or officer, in each case, a representative thereof shall be indemnified and held harmless by the Partnership Corporation to the fullest extent permitted authorized by applicable the Delaware General Corporation Law, as the same exists or may hereafter be amended amended, (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Corporation to provide broader indemnification rights than said Law law permitted the Partnership Corporation to provide prior to such amendment) against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)without limitation, attorneys' fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including reasonable attorneys’ and experts’ feesamounts paid or to be paid in settlement) actually reasonably incurred or suffered by such Person person in connection with therewith and such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 indemnification shall continue as to a Person person who has ceased to serve in the capacity which initially entitled such Person person to indemnity hereunder. The rights granted pursuant hereunder and shall inure to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of his or her heirs, executors and administrators; PROVIDED, HOWEVER, that the Persons identified above acting Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof), other than a proceeding (or part thereof) brought under Section 3 of this Article VI, initiated by such person or his or her heirs, executors and administrators only if such proceeding (or part thereof) was authorized by the capacities described above board of directors of the Corporation. The right to indemnification conferred in this Article VI shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; PROVIDED, HOWEVER, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a current, former or proposed director or officer in his or her capacity as a director or officer or proposed director or officer (and not in any other capacity. For capacity in which service was or is or has been agreed to be rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the avoidance final disposition of doubt and notwithstanding anything in a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnified person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified person is not entitled to be indemnified under this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)otherwise.

Right to Indemnification. Subject to the limitations and conditions as provided set forth in this Section 7.7Article XII, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or administrative, arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (“a "Proceeding”"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Personhe or she, or a Person of which such Person whom he or she is the legal representative, is or was an Indemnitee ora Member, in each caseManager or officer of the Company or while a Member, Manager or officer of the Company is or was serving at the request of the Company as a representative thereof partner, director, officer, manager, member, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise (a "Covered Person"), shall be indemnified by the Partnership Company to the fullest extent permitted by applicable Lawthe Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Company to provide broader indemnification rights than said Law law permitted the Partnership Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including reasonable including, without limitation, attorneys’ and experts’ ' fees) actually incurred by such Person in connection with such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification and indemnification under this Section 7.7 12.1 shall continue as to a Person who has ceased to serve in the capacity which that initially entitled such Person to indemnity hereunderunder this Section. Such actions covered by such indemnification shall include those brought by a Member or the Company. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, Article XII shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 Article XII shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations Proceedings arising prior to any such amendment, modification or repeal. The IT IS EXPRESSLY ACKNOWLEDGED THAT THE INDEMNIFICATION PROVIDED IN THIS ARTICLE XII COULD INVOLVE INDEMNIFICATION FOR NEGLIGENCE OR UNDER THEORIES OF STRICT LIABILITY; provided, however, that notwithstanding the foregoing indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in or any other capacity. For provision of this Agreement, the avoidance of doubt and notwithstanding anything in this Section 7.7 Company shall not provide indemnification to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof Person in respect of any Disabling Conduct. The negative disposition of any Proceeding by any other Partner against such Partner for breach judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the Covered Person acted in a manner contrary to the standard set forth in this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)Section.

Right to Indemnification. Subject to the limitations The Company shall indemnify and conditions as provided in this Section 7.7hold harmless, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing (“Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, or a Person of which such Person is the legal representative, is or was an Indemnitee or, in each case, a representative thereof shall be indemnified by the Partnership to the fullest extent permitted by applicable Law, Law as the same it presently exists or may hereafter be amended amended, any Series A Director, the Investors and their respective Affiliates (but, in other than the case of any such amendment, only to the extent that such amendment permits the Partnership to provide broader indemnification rights than said Law permitted the Partnership to provide prior to such amendmentCompany and its Subsidiaries) against judgments, penalties and direct and indirect partners (including excise partners of partners and similar taxes stockholders and punitive damagesmembers of partners), finesmembers, settlements stockholders, managers, directors, officers, employees and reasonable agents and each Person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Covered Persons”) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees), sustained or suffered by any such Covered Person based upon, relating to, arising out of, or by reason of any third party or governmental claims relating to such Covered Person’s status as a stockholder or controlling person of the Company (including any and experts’ fees) actually incurred by such Person all losses, claims, damages or liabilities under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, which relate directly or indirectly to the registration, purchase, sale or ownership of any equity securities of the Company or to any fiduciary obligation owed with respect thereto), including in connection with any third party or governmental action or claim relating to any action taken or omitted to be taken or alleged to have been taken or omitted to have been taken by any Covered Person as a stockholder or controlling person, including claims alleging so-called control person liability or securities law liability (any such Proceedingclaim, appeal, inquiry or investigation (a “LossClaim”), unless (a) except to the extent such Loss shall have been finally determined by a court of competent jurisdiction Claim is due to have resulted or stems from such Person’s fraudthe gross negligence, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit fraud of the Persons identified above acting in Series A Director, the capacities described above Investors and not in any their respective Affiliates (other capacitythan the Company and its Subsidiaries). For the avoidance of doubt and notwithstanding Notwithstanding anything in this Section 7.7 herein to the contrary, nothing in no event shall the aggregate liability of the Company under this Article X exceed an amount equal to the aggregate amount actually funded by Investors pursuant to the Purchase Agreement and this Agreement shall provide for any indemnification as of any Partner or any legal representative thereof in respect the applicable date of any Proceeding determination, less an amount equal to (i) the number of shares of Series A Preferred Stock that the Company has redeemed pursuant to Section 7 of the Certificate of Designations as of the date of determination multiplied by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (ii) the Original Issue Price (as defined in the GP LLC AgreementCertificate of Designations).

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7Article VII, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, or a Person of which such Person is the legal representative, is or was a Member, Manager or Officer (or serves or served as a member of the board or an Indemnitee or, in each case, officer of a representative thereof Subsidiary of Holdings LLC or other entity at the request of Holdings LLC) shall be indemnified in respect thereof (other than in respect of claims by the Partnership Holdings LLC or any of its Subsidiaries thereof against an Officer of Holdings LLC or any of its Subsidiaries thereof in such Officer’s capacity as such) by Holdings LLC to the fullest extent permitted by applicable Lawlaw, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Holdings LLC to provide broader indemnification rights than said Law law permitted the Partnership Holdings LLC to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages)penalties, fines, settlements and reasonable expenses (including reasonable attorneys’ and experts’ fees) actually incurred by such Person in connection with such Proceeding, appeal, inquiry or investigation (each an “Indemnifiable Loss”), unless (a) if such Loss shall have been finally determined Person acted in good faith and in a manner the Person reasonably believed to be in the best interests of Holdings LLC or acted as permitted by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct orSection 7.1 hereof and, in the case of a criminal proceeding, had no reasonable cause to believe that the conduct was unlawful, in any Partner, willful such case unless such indemnification would be prohibited by the laws of the State of Delaware if Holdings LLC were a corporation or such Indemnifiable Loss shall have been the result of a breach by such Person of any of the provisions of this AgreementAgreement or any of the other Transaction Agreements, in which case such indemnification shall not cover such Indemnifiable Loss to the extent resulting from such breach. Indemnification under this Section 7.7 Article VII shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, Article VII shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 Article VII shall have the effect of limiting or denying any such rights with respect to actions taken taken, omissions occurring, or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement).

Right to Indemnification. Subject (1) Each person who was or is made party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the limitations fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and conditions loss (including attorneys' fees, judgments, fines, ERISA exercise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as provided to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, and administrators, and (2) the Corporation may indemnify and hold harmless in this Section 7.7, each Person such manner any person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing (“Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, proceeding by reason of the fact that such Personhe, she or a Person person of which such Person whom he or she is the legal representative, is or was an Indemnitee orserving at the request of the Corporation as a director, officer, employee or agent of another corporation or a partnership, joint venture, trust or other enterprise; provided, however, that except as provided in each caseSection B of this Article, a representative thereof the Corporation shall be indemnified by the Partnership to the fullest extent permitted by applicable Law, as the same exists or may hereafter be amended (but, in the case of indemnify any such amendment, only to the extent that such amendment permits the Partnership to provide broader person seeking indemnification rights than said Law permitted the Partnership to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including reasonable attorneys’ and experts’ fees) actually incurred by such Person in connection with a proceeding (or part thereof) initiated by such Proceedingperson only if such proceeding (or part thereof) was authorized by the board of directors of the Corporation. In the event a director or officer of the Corporation shall serve as a director, appealofficer, inquiry employee or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case agent of any Partnercorporation, willful breach partnership, joint venture, trust or other enterprise in which the Corporation maintains an investment, it shall be conclusively presumed for purposes of the indemnification provided for in subsection (2) above that such service has been undertaken at the request of the Corporation. The foregoing presumption shall apply regardless of whether such director or officer is serving such entity at the request of a third party or that his or her service with such entity was commenced prior to the effectiveness of this Agreement. Indemnification under this Section 7.7 shall continue as article of the certificate of incorporation or prior to a Person who has ceased to serve in his or her becoming an officer or director of the capacity which initially entitled such Person to indemnity hereunderCorporation. The rights granted pursuant right to this Section 7.7, including indemnification conferred in subsection (1) above shall be a contract right based upon an offer from the rights to advancement granted under Section 7.8, Corporation which shall be deemed contract rights, and no amendment, modification to be accepted by such person's service or repeal continued service with the Corporation for any period after the adoption of this Section 7.7 article of the certificate of incorporation and shall have include the effect of limiting or denying right to be paid by the Corporation the expenses incurred in defending any such rights with respect to actions taken proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director or Proceedings, appeals, inquiries officer in his or investigations arising prior to any amendment, modification her capacity as a director or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting in the capacities described above officer (and not in any other capacity. For capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the avoidance final disposition of doubt and notwithstanding anything in a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 7.7 or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees or agents of the contrary, nothing in this Agreement shall provide for any Corporation with the same scope and effect as the foregoing indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)directors and officers.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7Article IX, each Person person or entity (“Person”) who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or administrative, arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Personhe or she, or a Person of which such Person whom he or she is the legal representative, is or was an Indemnitee officer or Manager of the Company or, in each casewhile an officer or Manager of the Company, is or was serving at the request of the Company as a representative thereof manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust or other enterprise, shall be indemnified by the Partnership Company to the fullest extent permitted by under applicable Lawlaw, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Company to provide broader indemnification rights than said Law law permitted the Partnership Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages)penalties, fines, settlements and reasonable expenses (including including, without limitation, reasonable attorneys’ and experts’ fees) actually incurred by such Person in connection with such Proceeding, appeal, inquiry or investigation (“Loss”), unless ; provided that (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, course of conduct was pursued in good faith and believed by him to be in the case best interests of any Partnerthe Company and (b) such course of conduct did not constitute gross negligence, willful breach intentional misconduct, or knowing violation of law on the part of such Person and otherwise was materially in accordance with the terms of this Agreement and the Unitholders Agreement. Indemnification under this Section 7.7 Article IX shall continue as with respect to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, Article IX shall be deemed contract contractual rights, and no amendment, modification or repeal of this Section 7.7 Article IX shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations Proceedings arising prior to any amendment, modification or repeal. The foregoing It is expressly acknowledged that the indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything provided in this Section 7.7 to the contrary, nothing in this Agreement shall provide Article IX could involve indemnification for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any negligence other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)than gross negligence.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person Each person who was or is made a party to or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (hereinafter a “Proceedingproceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Personhe or she, or a Person person of which such Person whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an Indemnitee oremployee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in each casean official capacity as a director or officer or in any other capacity while serving as a director or officer, a representative thereof shall be indemnified and held harmless by the Partnership Corporation to the fullest extent permitted authorized by applicable Lawthe DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Corporation to provide broader indemnification rights than said Law permitted the Partnership to provide prior to such amendment) thereto), against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements excise taxes or penalties and reasonable expenses (including reasonable attorneys’ and experts’ feesamounts paid or to be paid in settlement) actually incurred or suffered by such Person indemnitee in connection with therewith, and such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 indemnification shall continue as with respect to a Person an indemnitee who has ceased to serve in the capacity which initially entitled such Person be a director or officer and shall inure to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in paragraph (B) hereof with respect to proceedings to enforce rights to indemnification, the capacities described above and not Corporation shall indemnify any such indemnitee in any other capacityconnection with a proceeding initiated by such indemnitee only if such proceeding was authorized by the Board of Directors of the Corporation. For the avoidance of doubt and notwithstanding anything The right to indemnification conferred in this Section 7.7 Article IX shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL requires, an advancement of expenses incurred by an indemnitee shall be made only upon delivery to the contraryCorporation of an undertaking (hereinafter an “undertaking”), nothing in by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Agreement shall provide for any indemnification of any Partner Article IX or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)otherwise.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7Article VII, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or administrative, arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Personhe or she, or a Person of which such Person whom he or she is the legal representative, is or was an Indemnitee ora Unitholder, in each caseManager, Officer or other employee of the LLC, or while a representative thereof Unitholder, Manager, Officer or employee of the LLC is or was serving at the request of the LLC as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Partnership LLC to the fullest extent permitted by applicable Lawthe Delaware Act, as the same exists exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership LLC to provide broader indemnification rights than said Law law permitted the Partnership LLC to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including reasonable attorneys’ and experts’ fees) actually incurred by such Person in connection with such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification and indemnification under this Section 7.7 Article VII shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, Article VII shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 Article VII shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations Proceedings arising prior to any amendment, modification or repeal. The foregoing It is expressly acknowledged that the indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything provided in this Section 7.7 to the contrary, nothing in this Agreement shall provide Article VII could involve indemnification for any indemnification negligence or under theories of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)strict liability.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person Each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (hereinafter a “Proceedingproceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, he or she or a Person person of which such Person whom he or she is the legal representative, representative is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an Indemnitee or, official capacity as a director or officer or in each case, any other capacity while serving as a representative thereof director or officer shall be indemnified and held harmless by the Partnership Corporation to the fullest extent permitted authorized by applicable Law, the DGCL as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Corporation to provide broader indemnification rights than said Law law permitted the Partnership Corporation to provide prior to such amendment) ), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including reasonable attorneys’ and experts’ feesamounts paid or to be paid in settlement) actually reasonably incurred or suffered by such Person person in connection with therewith and such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 indemnification shall continue as to a Person person who has ceased to serve be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal paragraph (2) of this Section 7.7 shall have the effect of limiting or denying any such rights B with respect to actions taken proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or Proceedings, appeals, inquiries part thereof) initiated by such person only if such proceeding (or investigations arising prior to any amendment, modification or repealpart thereof) was authorized by the Board of Directors of the Corporation. The foregoing right to indemnification is for conferred in this Section B shall be a contract right and shall include the benefit right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that if the Persons identified above acting DGCL requires, the payment of such expenses incurred by a director or officer in the capacities described above his or her capacity as a director or officer (and not in any other capacity. For capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to any employee benefit plan) in advance of the avoidance final disposition of doubt and notwithstanding anything in a proceeding, shall be made only upon delivery to the Corporation of an undertaking by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner B or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)otherwise.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person Each person who was or is made a party to or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Personhe or she is or was a director or officer of the corporation, or, while serving as a director or a Person officer of which such Person is the legal representativecorporation, is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, whether the basis of such Proceeding is an Indemnitee oralleged action or inaction in an official capacity as a director or officer or in any other capacity while serving as a director or officer, in each case, a representative thereof shall be indemnified and held harmless by the Partnership corporation to the fullest extent permitted authorized by the General Corporation Law of the State of Delaware, as amended from time to time (“DGCL”) (or other applicable Lawlaw), as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership corporation to provide broader indemnification rights than said Law such law permitted the Partnership corporation to provide prior to such amendment) ), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including reasonable attorneys’ and experts’ feesamounts paid or to be paid in settlement) actually reasonably incurred or suffered by such Person person in connection with such Proceeding; provided, appealhowever, inquiry or investigation that, except as provided in clause (“Loss”), unless (aii) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach Section 2 of this AgreementARTICLE V with respect to proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such director or officer, the corporation shall indemnify any such director or officer in connection with a Proceeding (or part thereof) initiated by such director or officer only if such Proceeding (or part thereof) was authorized by the Board of Directors. Indemnification under The rights to indemnification set forth in this Section 7.7 ARTICLE V shall continue as to a Person person who has ceased to serve in the capacity which initially entitled such Person be a director or officer and shall inure to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting in the capacities described above his or her heirs, executors and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)administrators.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.75.4, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing (“Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, or a Person of which such Person is the legal representative, is or was an Indemnitee ora Member, in each case, a representative thereof shall be indemnified by the Partnership Company to the fullest extent permitted by applicable Lawlaw, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Company to provide broader indemnification rights than said Law law permitted the Partnership Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including including, without limitation, reasonable attorneys’ and experts’ fees) actually incurred by such Person in connection with such Proceeding, appeal, inquiry or investigation (each a “Loss”); provided, unless however, that, (ai) if such Loss shall have been finally determined the result of gross negligence, fraud or intentional misconduct by a court of competent jurisdiction such Person, such indemnification shall not cover such Loss to have resulted the extent resulting from such Person’s fraudgross negligence, willful misconduct orfraud or intentional misconduct, and (ii) the Company shall not be obligated to indemnify such Person (x) with respect to any claim, action or proceeding initiated by or brought voluntarily by such Person and not by way of defense or (y) for amounts paid in settlement of an action effected without the case prior written consent of any Partnerthe Managing Member to such settlement, willful breach of this Agreementwhich consent shall not be unreasonably withheld. Indemnification under this Section 7.7 5.4 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, 5.4 shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 5.4 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any such amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 to the contrarydoubt, nothing in this Agreement shall provide for any not affect the indemnification and advancement rights provided pursuant to the Original LLC Agreement in favor of any Partner Person relating to Proceedings arising out of actions or any legal representative thereof omissions occurring in respect of any Proceeding by any other Partner against such Partner for breach whole or in part prior to the effectiveness of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement).

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person Each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Personperson, or a Person person of which whom such Person person is the legal representative, is or was an Indemnitee a Director or officer of the Corporation or, while a Director or officer of the Corporation, is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such Proceeding is alleged action in each casean official capacity as a Director, officer, employee or agent or in any other capacity while serving as a representative thereof Director, officer, employee or agent, shall be indemnified and held harmless by the Partnership Corporation to the fullest extent permitted authorized by applicable Lawthe DGCL, as the same exists or may hereafter be amended (butamended, in the case of any such amendmentagainst all expense, only to the extent that such amendment permits the Partnership to provide broader indemnification rights than said Law permitted the Partnership to provide prior to such amendment) against judgments, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements amounts paid or to be paid in settlement, and reasonable expenses (including reasonable attorneys’ and experts’ feesexcise taxes or penalties arising under the Employee Retirement Income Security Act of 1974, as in effect from time to time) actually reasonably incurred or suffered by such Person person in connection with therewith and such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 indemnification shall continue as to a Person person who has ceased to serve in the capacity which initially entitled such Person be a Director, officer, employee or agent and shall inure to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of such person’s heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) hereof, the Persons identified above acting Corporation shall indemnify any such person seeking indemnification in connection with a Proceeding (or part thereof) initiated by such person only if such Proceeding (or part thereof) was authorized by the capacities described above Board of Directors. The Corporation may pay the expenses incurred in defending any such Proceeding in advance of its final disposition; any advance payments to be paid by the Corporation within 20 calendar days after the receipt by the Corporation of a statement or statements from the claimant requesting such advance or advances from time to time; provided, however, that, to the extent the DGCL requires, the payment of such expenses incurred by a Director or officer in such person’s capacity as a Director or officer (and not in any other capacity. For capacity in which service was or is rendered by such person while a Director or officer, including, without limitation, service to an employee benefit plan) in advance of the avoidance final disposition of doubt and notwithstanding anything in a Proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such Director or officer, to repay all amounts so advanced if it shall ultimately be determined that such Director or officer is not entitled to be indemnified under this Section 7.7 7.02 or otherwise. The Corporation may, to the contraryextent authorized from time to time by the Board of Directors, nothing grant rights to indemnification, and rights to have the Corporation pay the expenses incurred in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of defending any Proceeding by in advance of its final disposition, to any other Partner against such Partner for breach employee or agent of the Corporation to the fullest extent of the provisions of this Agreement or any Affiliate Contract (as defined in Article VII with respect to the GP LLC Agreement)indemnification and advancement of expenses of Directors and officers of the Corporation.

Right to Indemnification. Subject to the limitations and conditions as provided in Section 10 of this Section 7.7Agreement, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or administrative, arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (“hereinafter a "Proceeding”"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Personhe or she, or a Person of which such Person whom he or she is the legal representative, is or was an Indemnitee ora Representative of the Company or while a Representative of the Company is or was serving at the request of the Company as a Representative, in each casedirector, a representative thereof officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Partnership Company to the fullest extent permitted by applicable Lawthe Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Company to provide broader indemnification rights than said Law law permitted the Partnership Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including reasonable including, without limitation, attorneys’ and experts’ ' fees) actually incurred by such Person in connection with such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach and indemnification under Section 10 of this Agreement. Indemnification under this Section 7.7 Agreement shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to Section 10 of this Section 7.7, including the rights to advancement granted under Section 7.8, Agreement shall be deemed contract rights, and no amendment, modification or repeal of Section 10 of this Section 7.7 Agreement shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations Proceedings arising prior to any such amendment, modification or repeal. The foregoing It is expressly acknowledged that the indemnification is for the benefit of the Persons identified above acting provided in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach 10 of this Agreement could involve indemnification for negligence or any Affiliate Contract (as defined in the GP LLC Agreement)under theories of strict liability.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7VIII, each Person natural person, partnership, limited liability company, trust, estate, association, corporation custodian, nominee or any other individual or entity in its own or any representative capacity (“Person”) who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, proceeding whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, or a Person of which such Person is the legal representative, is or was an Indemnitee a Member, manager, director or officer or, in each case, a representative thereof thereof, shall be indemnified by the Partnership Company to the fullest extent permitted by applicable Lawlaw, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Company to provide broader indemnification rights than said Law law permitted the Partnership Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including including, without limitation, reasonable attorneys’ and experts’ fees) actually incurred by such Person in connection with such Proceeding, appeal, inquiry or investigation (each a “Loss”), unless (ain the case of a director or officer) such Loss shall have been finally determined the result of gross negligence, fraud or intentional misconduct by a court of competent jurisdiction such Person, in which case such indemnification shall not cover such Loss to have resulted the extent resulting from such Person’s fraudgross negligence, willful fraud or intentional misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 VIII shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, VIII shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 VIII shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, ; inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding Notwithstanding anything in this Section 7.7 8.1 to the contrary, nothing in the indemnification provided by this Agreement Section 8.1 shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding only apply to Proceedings brought by any other Partner third party claimants against such Partner for breach of this Agreement Member, director or any Affiliate Contract (as defined in officer and not Proceedings brought by the GP LLC Agreement)Company against such Member; director or officer.

Right to Indemnification. Subject The Company hereby agrees to the limitations indemnify and conditions as provided in this Section 7.7, hold harmless any Person (each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing (“ProceedingIndemnified Person”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, or a Person of which such Person is the legal representative, is or was an Indemnitee or, in each case, a representative thereof shall be indemnified by the Partnership ) to the fullest extent permitted by applicable Lawunder the Act, as the same now exists or may hereafter be amended amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the extent that such amendment amendment, substitution or replacement permits the Partnership Company to provide broader indemnification rights than said Law permitted the Partnership to provide Company is providing immediately prior to such amendment) ), against judgmentsall expenses, penalties liabilities and losses (including excise and similar taxes and punitive damages)attorney fees, judgments, fines, settlements and reasonable expenses (including reasonable attorneys’ and experts’ feesexcise taxes or penalties) actually reasonably incurred or suffered by such Person in connection with such Proceeding, appeal, inquiry (or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court one or more of competent jurisdiction to have resulted from such Person’s fraudAffiliates) by reason of the fact that such Person is or was a Member or is or was serving as a Manager or Officer or is or was serving at the request of the Company as a managing member, willful misconduct ormanager, officer, director, principal or member of another corporation, partnership, joint venture, limited liability company, trust or other enterprise if, in each case, and unless otherwise determined by the Manager in good faith, such Indemnified Person acted in good faith and in a manner the Person reasonably believed to be in or not opposed to the best interests of the Company or of such corporation, partnership, joint venture, limited liability company, trust or other enterprise, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Person’s conduct was unlawful; provided that (A) unless the Manager otherwise determines, no Person shall be entitled to indemnification hereunder with respect to a proceeding initiated by such Person or with respect to a proceeding between such Person or such Person’s Affiliates (excluding, for purposes hereof, the Company’s Member or any of its subsidiaries) on the one hand and the Company or any of its subsidiaries on the other; and (B) no Person shall be indemnified for any expenses, liabilities and losses suffered that are attributable to such Person’s or its Affiliates’ (excluding, for purposes hereof, the Company’s Member’s and its subsidiaries’) present or future breaches of any representations, warranties or covenants by such Indemnified Person or its Affiliates (excluding, for purposes hereof, the Company’s Member and its subsidiaries), employees, agents or representatives contained herein or in any other agreement with the Company’s Member or any of its subsidiaries (in the case of the Founders, including, without limitation, the Acquisition Agreement, the Contribution Agreement, such Founder’s employment agreement with the Company and any Partnerother agreement entered into between a Founder and the Company’s Member or any of its subsidiaries). Expenses, willful breach including attorneys’ fees and expenses, incurred by any such Indemnified Person in defending a proceeding shall be paid by the Company as incurred in advance of this Agreement. Indemnification under this Section 7.7 shall continue as to a Person who has ceased to serve in the capacity which initially entitled final disposition of such proceeding, including any appeal therefrom, upon receipt of an undertaking by or on behalf of such Indemnified Person to indemnity hereunderrepay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, Article IV shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 Article IV shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations proceedings arising prior to any amendment, modification or repeal. The foregoing It is expressly acknowledged that the indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything provided in this Section 7.7 to the contrary, nothing in this Agreement shall provide Article IV could involve indemnification for any indemnification negligence or under theories of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)strict liability.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7Article VIII, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or administrative, arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing (“Proceeding”)investigative, or any appeal in such a Proceeding proceeding or any inquiry or investigation that could lead to such a proceeding (any such proceeding, appeal, inquiry or investigation being hereinafter called a “Proceeding”), by reason of the fact that such Person, Person (a) is or was the Member or a Director or is or was serving as an Officer of the Company or (b) while the Member or a Director or a Person serving as an Officer of which such Person is the legal representative, Company is or was an Indemnitee orserving at the written request of the Company as a manager, in each casemember, a representative thereof director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar official or functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, shall be indemnified by the Partnership Company to the fullest extent that would be permitted by applicable Law, the General Corporation Law of the State of Delaware (“DGCL”) as the same exists or may hereafter be amended (but, but in the case of any such amendment, only to the extent that such amendment permits the Partnership to provide provides broader indemnification rights than said Law permitted were provided by the Partnership to provide DGCL prior to such amendment) if the Company were a corporation organized under the DGCL and the Member or Director were a director of such a corporation and each such Officer were an officer of such a corporation, against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including reasonable including, without limitation, attorneys’ and experts’ fees) actually incurred by such Person in connection with such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification and indemnification under this Section 7.7 Article VIII shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunderhereunder with respect to actions or omissions prior to such cessation and shall inure to the benefit of the heirs, executors and administrators of such Person. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, Article VIII shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 Article VIII shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries omissions or investigations Proceedings arising prior to any such amendment, modification or repeal. The foregoing It is expressly acknowledged that the indemnification is provided in this Article VIII could involve indemnification for negligence or liabilities under theories of strict liability. Notwithstanding any other provision of this Article VIII, no Person shall be entitled to indemnification or advancement of expenses under this Article VIII with respect to any Proceeding (or any claim in any Proceeding) initiated or made by such Person without the benefit express prior approval of the Persons identified above acting in the capacities described above and not in Board. Notwithstanding any other capacity. For the avoidance provision of doubt this Article VIII, and notwithstanding anything in this Section 7.7 addition to the contraryother limitations on indemnification under the DGCL incorporated herein as aforesaid, nothing in no Person shall be entitled to indemnification under this Agreement shall provide for any indemnification Article VIII against judgments, penalties, fines, settlements and expenses to the extent they result from actions or omissions involving gross negligence or willful misconduct on the part of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)Person.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person Each 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 threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (“Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, "proceeding") by reason of the fact that such Personhe or she is or was a director or officer of the corporation or, while a director or a Person officer of which such Person is the legal representativecorporation, is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation (including any subsidiary of the corporation) or of a partnership, joint venture, trust or other enterprise, including service with respect to an Indemnitee oremployee benefit plan (an "indemnitee"), whether the basis of such proceeding is alleged action in each casean official capacity as a director or officer or in any other capacity while serving as a director or officer, a representative thereof shall be indemnified and held harmless by the Partnership corporation to the fullest extent permitted authorized by applicable the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership corporation to provide for broader indemnification rights than said Law permitted as of the Partnership to provide prior to such amendment) date this First Restated Certificate of Incorporation is filed with the State of Delaware), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorney's fees, judgments, fines, settlements excise taxes or penalties and reasonable expenses (including reasonable attorneys’ and experts’ feesamounts paid in settlement) actually reasonably incurred or suffered by such Person indemnitee in connection with therewith and such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 indemnification shall continue as to a Person an indemnitee who has ceased to serve in the capacity which initially entitled such Person be a director, officer, employee or agent and shall inure to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting indemnitee's heirs, executors and administrators; provided, however, that except as provided in Section 11.3 below, with respect to proceedings to enforce rights to indemnification, the capacities described above corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board. The right to indemnification conferred in this Section 11.2 shall be a contract right and shall include the obligation of the corporation to pay the expenses incurred in defending any such proceeding in advance of its final disposition (an "advance of expenses"); provided, however, that if and to the extent that the Board requires, an advance of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity. For capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the avoidance corporation of doubt and notwithstanding anything in an undertaking (an "undertaking"), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a "final adjudication") that such indemnitee is not entitled to be indemnified for such expenses under this Section 7.7 11.2 or otherwise. The corporation may, by action of its Board, provide indemnification to employees and agents of the contrary, nothing in this Agreement shall provide for any corporation with the same or lesser scope and effect as the foregoing indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)directors and officers.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Each Person who was or was, is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any threatened, pending or completed action, suit suit, claim or proceeding, whether civil, criminal, administrative or arbitrative investigative and whether formal or in the nature of an alternative dispute resolution in lieu of any of the foregoing informal (“"Proceeding”"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Personhe is or was the Manager, or a Person manager, officer, employee, agent or Affiliate of which such Person is the legal representativeManager or the Company or, that being or having been the Manager, or a manager, officer, employee, agent or Affiliate of the Manager or the Company, s/he is or was serving at the request of the Company as a officer, director, manager, partner, trustee, employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise in which the Company has an Indemnitee orinterest, including but not limited to a Special Purpose Entity (an "Indemnitee"), whether the basis of the proceeding is alleged action in each casean official capacity or in any other capacity while serving as such officer, a representative thereof director, manager, member, partner, trustee, employee or agent, shall be indemnified and held harmless by the Partnership to the fullest extent permitted by applicable LawCompany against all losses, as the same exists claims, damages (compensatory, exemplary, punitive or may hereafter be amended (butotherwise), in the case of any such amendment, only to the extent that such amendment permits the Partnership to provide broader indemnification rights than said Law permitted the Partnership to provide prior to such amendment) against judgments, penalties liabilities and expenses (including excise and similar taxes and punitive damages)attorneys' fees, costs, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including reasonable attorneys’ amounts to be paid in settlement and experts’ feesany other expense) actually and reasonably incurred or suffered by such Person Indemnitee in connection with such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) and such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 indemnification shall continue as to a Person an Indemnitee who has ceased to serve be the Manager or a manager, officer, employee, agent or Affiliate of the Manager or the Company or a director, officer, manager, member, partner, trustee, employee or agent of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise in which the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rightsCompany has an interest, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect inure to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting Indemnitee's heirs, executors and administrators. Except as provided in Section 8.2(d) with respect to Proceedings seeking to enforce rights to indemnification, the capacities described above and not Company shall indemnify any such Indemnitee in connection with a Proceeding (or any other capacitypart of such Proceeding) initiated by such Indemnitee only if a Proceeding (or such part) was authorized or ratified by the Manager. For the avoidance of doubt and notwithstanding anything The right to indemnification conferred in this Section 7.7 to the contrary, nothing in this Agreement 8.2 shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)be a contract right.

Right to Indemnification. Subject In connection with the Company's registration of Registrable Shares pursuant to this Agreement, the limitations Company will indemnify and conditions as provided in hold harmless each Holder (which for purposes of only this Section 7.710 includes such Holder's respective affiliates, partners, principals, officers, directors, managers, members, employees, independent contractors, agents, underwriters, representatives, and other similarly situated parties, and the successors, heirs and personal representatives of any of them) (collectively, the "Holder Indemnified Parties") from and against any and all losses, claims, damages, expenses or liabilities, joint or several, to which such Holder becomes subject under the Securities Act, applicable state securities laws or under any other statute or at common law or otherwise, as incurred, and, except as hereinafter provided, will reimburse each Person who was such Holder, if any, for any legal or is made a party other expenses reasonably incurred by such Holder in connection with investigating or is threatened to be made a party to defending any actions whether or is involved not resulting in any threatenedliability, pending as incurred, insofar as such losses, claims, damages, expenses, liabilities or completed actionactions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement, suit in any preliminary or proceeding, whether civil, criminal, administrative or arbitrative amended preliminary prospectus or in the nature final prospectus (or the registration statement or prospectus as from time to time amended or supplemented by the Company) or arise out of an alternative dispute resolution or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in lieu of any of order to make the foregoing (“Proceeding”)statements therein not misleading, or any appeal in such a Proceeding violation by the Company of any rule or regulation promulgated under the Securities Act or any inquiry state securities laws applicable to the Company and relating to action or investigation that could lead to such a Proceeding, by reason inaction required of the fact that such Person, or a Person of which such Person is the legal representative, is or was an Indemnitee or, in each case, a representative thereof shall be indemnified by the Partnership to the fullest extent permitted by applicable Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership to provide broader indemnification rights than said Law permitted the Partnership to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including reasonable attorneys’ and experts’ fees) actually incurred by such Person Company in connection with such Proceeding, appeal, inquiry or investigation (“Loss”)registration, unless (a) such Loss shall have been finally determined untrue statement or alleged untrue statement or omission or alleged omission was made in such registration statement, preliminary or amended preliminary prospectus or final prospectus in reliance upon and in conformity with information furnished in writing to the Company in connection therewith by a court of competent jurisdiction to have resulted from such Person’s fraudHolder expressly for use therein, willful misconduct or, or unless (b) in the case of any Partnera sale directly by such Holder, willful breach such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus copies of this Agreement. Indemnification under this Section 7.7 shall continue as which were delivered to such Holder on a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rightstimely basis, and no amendment, modification such Holder failed to deliver a copy of the final or repeal amended prospectus at or prior to the confirmation for the sale of this Section 7.7 shall have the effect of limiting or denying Registrable Shares to the person asserting any such rights with respect to actions taken loss, claim, damage or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting in the capacities described above and not liability in any other capacity. For case where such delivery is required by the avoidance of doubt and notwithstanding anything in this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)Securities Act.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (hereinafter a “Proceedingproceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, he or she or a Person person of which such Person whom he or she is the legal representativerepresentative is or was or has agreed to become a director or an officer of the Corporation or, while serving as a director or officer, is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an Indemnitee oremployee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is action alleged to have been taken or omitted in each casean official capacity as a director or officer, or in any other capacity while serving or having agreed to serve as a representative thereof director, officer, employee, agent or trustee, shall be indemnified and held harmless by the Partnership Corporation to the fullest extent permitted authorized by applicable Lawthe DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Corporation to provide broader indemnification rights than said Law such law permitted the Partnership Corporation to provide prior to such amendment) ), against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements ERISA excise taxes or penalties and reasonable expenses (including reasonable attorneys’ and experts’ feesamounts paid or to be paid in settlement) actually reasonably incurred or suffered by such Person indemnitee in connection therewith; provided, however, that, except as provided in Section 6.04 of this Article VI with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such Proceeding, appeal, inquiry indemnitee only if such proceeding (or investigation (“Loss”), unless (apart thereof) such Loss shall have been finally determined was authorized by a court the Board of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)Directors.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person Each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit suit, claim or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (hereinafter a “Proceedingproceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, he or she or a Person person of which such Person whom he or she is the legal representative, representative is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the Corporation, whether the basis of such proceeding is alleged action in an Indemnitee orofficial capacity as a director, officer, employee or agent or in each caseany other capacity while serving as a director, a representative thereof officer, employee or agent, shall be indemnified and held harmless by the Partnership Corporation to the fullest extent permitted authorized by applicable Law, the DGCL as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Corporation to provide broader indemnification rights than said Law law permitted the Partnership Corporation to provide prior to such amendment) ), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements Employee Retirement Income Security Act of 1974 excise taxes or penalties and reasonable expenses (including reasonable attorneys’ and experts’ feesamounts paid or to be paid in settlement) actually reasonably incurred or suffered by such Person person in connection with therewith and such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 indemnification shall continue as to a Person person who has ceased to serve in the capacity which initially entitled such Person be a director, officer, employee or agent and shall inure to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting his or her heirs, executors and administrators; provided, however, that except as provided in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach 10.4 of this Agreement Article X, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or any Affiliate Contract part thereof) initiated by such person only if such proceeding (as defined in or part thereof) was authorized by the GP LLC Agreement)Board of Directors.

Right to Indemnification. Subject to the limitations The Issuer shall indemnify and conditions as provided in this Section 7.7hold harmless, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing (“Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, or a Person of which such Person is the legal representative, is or was an Indemnitee or, in each case, a representative thereof shall be indemnified by the Partnership to the fullest extent permitted by applicable Law, law as the same it presently exists or may hereafter be amended (butamended, in the case of any such amendmenteach Shareholder, only to the extent that such amendment permits the Partnership to provide broader indemnification rights than said Law permitted the Partnership to provide prior to such amendment) against judgments, penalties its Affiliates and its direct and indirect partners (including excise partners of partners and similar taxes shareholders and punitive damagesmembers of partners), finesmembers, settlements shareholders, managers, directors, officers, employees and reasonable agents and each Person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Covered Persons”) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ and experts’ fees) actually incurred sustained or suffered by any such Covered Person based upon, relating to, arising out of, or by reason of any third party or governmental claims relating to such Covered Person’s status as a shareholder or controlling person of the Issuer (including any and all losses, claims, damages or liabilities under the Securities Act, the Exchange Act or other U.S. federal or state statutory law or regulation, at common law or otherwise, which relate directly or indirectly to the registration, purchase, sale or ownership of any Equity Securities of the Issuer or to any fiduciary obligation owed with respect thereto), including in connection with any third party or governmental action or claim relating to any action taken or omitted to be taken or alleged to have been taken or omitted to have been taken by any Covered Person as a shareholder or controlling person, including claims alleging so-called control person liability or securities law liability (any such claim, a “Claim”). Notwithstanding the preceding sentence, except as otherwise provided in Section 4.3, the Issuer shall be required to indemnify a Covered Person in connection with a Claim (or part thereof) commenced by such Proceeding, appeal, inquiry Covered Person only if the commencement of such Claim (or investigation (“Loss”), unless (apart thereof) such Loss shall have been finally determined by a court the Covered Person was authorized by the Board of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)Directors.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7herein or by Laws, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or administrative, arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Personhe or she, or a Person of which such Person whom he or she is the legal representative, is or was a Member of the Company or Affiliate thereof or any of their respective representatives or an Indemnitee orofficer of the Company, in or while such a Person is or was serving at the request of the Company as a director, officer, manager, partner, venturer, member, trustee, employee, agent or similar functionary of another foreign or domestic general partnership, corporation, limited partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise (each casean “Indemnitee”), a representative thereof shall be indemnified by the Partnership Company to the extent such Proceeding or other above-described process relates to any such above-described relationships with, status with respect to, or representation of any such Person to the fullest extent permitted by applicable Lawthe Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Company to provide broader indemnification rights than said Law Laws permitted the Partnership Company to provide prior to such amendment) ), against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including reasonable attorneys’ and experts’ fees) actually incurred by such Person in connection with such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification and indemnification under this Section 7.7 Article VI shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunderhereunder for any and all liabilities and damages related to and arising from such Person’s activities while acting in such capacity; provided, however, that no Person shall be entitled to indemnification under this Section 6.1 if the Proceeding involves acts or omissions of such Person which constitute an intentional breach of this Agreement or gross negligence or willful misconduct on the part of such Person. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, Article VI shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 Article VI shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations Proceedings arising prior to any such amendment, modification or repeal. The foregoing It is acknowledged that the indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything provided in this Section 7.7 to the contrary, nothing in this Agreement shall provide Article VI could involve indemnification for any indemnification negligence or under theories of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)strict liability.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7Article, each Person person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing (“Proceeding”), or any appeal in such a Proceeding Proceeding, or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Personhe or she, or a Person person of which such Person whom he or she is the legal representative, is or was an Indemnitee ora Member or Manager of the Company or while a Member or Manager of the Company is or was serving at the request of the Company as a Manager, in each casedirector, a representative thereof officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Partnership Company to the fullest extent permitted by applicable Lawthe TBOC, as the same exists exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Company to provide broader indemnification rights than said Law law permitted the Partnership Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including reasonable attorneys’ and experts’ including, without limitation, attorney’s fees) actually incurred by such Person person in connection with such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification and indemnification under this Section 7.7 Article shall continue as to a Person person who has ceased to serve in the capacity which initially entitled such Person person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, Article shall be deemed contract rights, and no amendmentamendments, modification or repeal of this Section 7.7 Article shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations Proceeding arising prior to any such amendment, modification or repeal. The foregoing It is expressly acknowledged that the indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything provided in this Section 7.7 to the contrary, nothing in this Agreement shall provide Article could involve indemnification for any indemnification negligence or under theories of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)strict liability.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7Each person who was, each Person who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any threatened, pending or completed action, suit suit, claim or proceeding, whether civil, criminal, administrative or arbitrative investigative and whether formal or in the nature of an alternative dispute resolution in lieu of any of the foregoing informal (a “Proceedingproceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, he or a Person of which such Person is the legal representative, she is or was an Indemnitee a director or officer of the Corporation or, that being or having been a director or officer of the Corporation, he or she is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise (an “indemnitee”), whether the basis of a proceeding is alleged action in each casean official capacity or in any other capacity while serving as a director, a representative thereof officer, partner, trustee, employee or agent, shall be indemnified and held harmless by the Partnership to the fullest extent permitted by applicable LawCorporation against all losses, as the same exists claims, damages (compensatory, exemplary, punitive or may hereafter be amended (butotherwise), in the case of any such amendment, only to the extent that such amendment permits the Partnership to provide broader indemnification rights than said Law permitted the Partnership to provide prior to such amendment) against judgments, penalties liabilities and expenses (including excise and similar taxes and punitive damages)attorneys’ fees, costs, judgments, fines, settlements XXXXX excise taxes or penalties, amounts to be paid in settlement and reasonable expenses (including reasonable attorneys’ and experts’ feesany other expenses) actually and reasonably incurred or suffered by such Person the indemnitee in connection with such Proceedingthe proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in and the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 indemnification shall continue as to a Person an indemnitee who has ceased to serve in be a director or officer of the capacity which initially entitled such Person Corporation or a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise and shall inure to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting indemnitee’s heirs, executors and administrators. Except as provided in Section 4 of this Article IX with respect to proceedings seeking to enforce rights to indemnification, the capacities described above and not Corporation shall indemnify the indemnitee in any other capacityconnection with a proceeding (or part of a proceeding) initiated by the indemnitee only if a proceeding (or part of a proceeding) was authorized or ratified by the Board. For the avoidance of doubt and notwithstanding anything The right to indemnification conferred in this Section 7.7 to the contrary, nothing in this Agreement Article IX shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach be a contract right. The intent of this Agreement or any Affiliate Contract (Article IX is to grant each indemnitee the maximum indemnification and advancement of expenses as defined in the GP LLC Agreement)allowed by law.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person Each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (“Proceeding”hereinafter a "proceeding"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, person or a Person person of which whom such Person person is the legal representative, is or was or has agreed to become a director or officer of the Corporation or is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an Indemnitee orofficial capacity as a director or officer or in any other capacity while serving or having agreed to serve as a director or officer, in each case, a representative thereof shall be indemnified and held harmless by the Partnership Corporation to the fullest extent permitted authorized by applicable Lawthe DGCL, as the same exists or may hereafter be amended amended, (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Corporation to provide broader indemnification rights than said Law law permitted the Partnership Corporation to provide prior to such amendment) against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)without limitation, attorneys' fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including reasonable attorneys’ and experts’ feesamounts paid or to be paid in settlement) actually reasonably incurred or suffered by such Person person in connection with therewith and such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 indemnification shall continue as to a Person person who has ceased to serve in the capacity which that initially entitled such Person person to indemnity hereunder. The rights granted pursuant hereunder and shall inure to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of such person's heirs, executors and administrators; provided, however, that the Persons identified above acting Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof), other than a proceeding (or part thereof) brought under Section 6.3, initiated by such person or such person's heirs, executors and administrators only if such proceeding (or part thereof) was authorized by the capacities described above board of directors of the Corporation. The right to indemnification conferred in this Article VI shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the DGCL requires, the payment of such expenses incurred by a current, former or proposed director or officer in such person's capacity as a director or officer or proposed director or officer (and not in any other capacity. For capacity in which service was or is or has been agreed to be rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the avoidance final disposition of doubt and notwithstanding anything in a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnified person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified person is not entitled to be indemnified under this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)otherwise.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7SECTION 15, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or administrative, arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing (“Proceeding”hereinafter a "PROCEEDING"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Personhe or she, or a Person of which such Person whom he or she is the legal representative, is or was an Indemnitee ora Member, in each casemanager or officer of the Company, or while a representative thereof member, manager or officer of the Company is or was serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Partnership Company to the fullest extent permitted by applicable Lawthe Delaware Act, as the same exists exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Company to provide broader indemnification rights than said Law law permitted the Partnership Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including reasonable attorneys’ and experts’ ' fees) actually incurred by such Person in connection with such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification and indemnification under this Section 7.7 SECTION 14 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, SECTION 14 shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 SECTION 14 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations Proceedings arising prior to any amendment, modification or repeal. The foregoing It is expressly acknowledged that the indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything provided in this Section 7.7 to the contrary, nothing in this Agreement shall provide SECTION 14 could involve indemnification for any indemnification negligence or under theories of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)strict liability.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person Each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (“Proceeding”hereinafter a "proceeding"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Personhe or she, or a Person person of which such Person whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an Indemnitee orofficial capacity as a director, officer, employee or agent or in each caseany other capacity while serving as a director, a representative thereof officer, employee or agent, shall be indemnified and held harmless by the Partnership Corporation to the fullest extent permitted authorized by applicable Lawthe DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Corporation to provide broader indemnification rights than said Law law permitted the Partnership Corporation to provide prior to such amendment) ), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys' fees, judgments, fines, settlements amounts paid or to be paid in settlement, and reasonable expenses (including reasonable attorneys’ and experts’ feesexcise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) actually reasonably incurred or suffered by such Person person in connection with therewith and such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 indemnification shall continue as to a Person person who has ceased to serve in the capacity which initially entitled such Person be a director, officer, employee or agent and shall inure to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) hereof, the Persons identified above acting Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the capacities described above Board. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the DGCL requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity. For capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the avoidance final disposition of doubt and notwithstanding anything in a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 7.7 or otherwise. The Corporation may, by action of the Board, provide indemnification to employees and agents of the contrary, nothing in this Agreement shall provide for any Corporation with the same scope and effect as the foregoing indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)directors and officers.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, The Company will indemnify each Person who was has been or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, investigative or arbitrative appellate (regardless of whether such action, suit or proceeding is by or in the nature of an alternative dispute resolution in lieu of any right of the foregoing (“Proceeding”), Company or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by third parties) by reason of the fact that such Person, or a Person of which such Person is the legal representative, is or was an Indemnitee ora Member, Director or officer of the Company, or is or was serving at the request of the Company as a director, officer or in each case, a representative thereof shall be indemnified by the Partnership to the fullest extent permitted by applicable Law, as the same exists or may hereafter be amended (but, in the case any other comparable position of any such amendmentOther Enterprise, only to the extent that such amendment permits the Partnership to provide broader indemnification rights than said Law permitted the Partnership to provide prior to such amendment) against all liabilities and expenses, including judgments, penalties (including excise and similar taxes and punitive damages)amounts paid in settlement, fines, settlements and reasonable expenses (including reasonable attorneys’ fees, ERISA excise taxes or penalties, fines and experts’ fees) other expenses, actually and reasonably incurred by such Person in connection with such Proceedingaction, appealsuit or proceeding (including the investigation, inquiry defense, settlement or investigation (“Loss”appeal of such action, suit or proceeding); provided, unless (a) such Loss shall have been finally determined by a court however, that the Company will not be required to indemnify or advance expenses to any Person on account of competent jurisdiction to have resulted from such Person’s fraudconduct that was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct ormisconduct; provided, further, that the Company will not be required to indemnify or advance expenses to any Person in the case of any Partnerconnection with an action, willful breach of this Agreement. Indemnification under this Section 7.7 shall continue as to a Person who has ceased to serve in the capacity which initially entitled suit or proceeding initiated by such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7unless the initiation of such action, including suit or proceeding was authorized in advance by the rights to advancement granted under Section 7.8Board of Directors; provided, shall further, that a Director or officer will be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to indemnified hereunder only for those actions taken or Proceedingsomitted to be taken by such Director or officer in the discharge of such Director’s or officer’s obligations in connection with the management of the business and affairs of the Company, appealsAHGP or any Other Enterprise. The termination of any action, inquiries suit or investigations arising prior proceeding by judgment, order, settlement, conviction or under a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that such Person’s conduct was finally adjudged to any amendmenthave been knowingly fraudulent, modification deliberately dishonest or repealwillful misconduct. The foregoing right to indemnification is for the benefit will apply to all Persons serving as Directors or officers and to all Persons who serve as a representatives of the Persons identified above acting in Company at any time or who serve at any time at the capacities described above and not request of the Company as a director, officer or in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification comparable position of any Partner Other Enterprise. Nothing herein prevents one or more of the Members or AHGP from indemnifying their respective representatives or directors or officers under such Member’s or AHGP’s organizational documents or other agreements. If any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement Person is entitled to indemnification both from the Company, from a Member or any Affiliate Contract (as defined in from AHGP, then indemnification would come first from AHGP, then the GP LLC Agreement)Company and thereafter from the Member.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person 18.1.1. Each person who was or is made a party to, or is threatened to be made a party to to, or is involved in in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (“Proceeding”), including without limitation Proceedings by or any appeal in such the right of the Corporation to procure a Proceeding or any inquiry or investigation that could lead to such a Proceedingjudgment in its favor, by reason of the fact that such Person, he or she or a Person of which such Person person for whom he or she is the legal representative, representative is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer, employee or agent of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such Proceeding is alleged action in an Indemnitee orofficial capacity as a director, officer, employee or agent or in each caseany other capacity while serving as a director, a representative thereof officer, employee or agent, shall be indemnified and held harmless by the Partnership Corporation to the fullest extent permitted authorized by applicable Lawthe Statute, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Corporation to provide broader indemnification rights than said Law law permitted the Partnership Corporation to provide prior to such amendment) against judgmentsall expenses, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith. Such right shall be a contract right and shall include the right to be paid by the Corporation for expenses (including reasonable attorneys’ and experts’ fees) actually incurred in defending any such Proceeding in advance of its final disposition; provided, however, that the payment of such expenses incurred by such Person in connection with such Proceeding, appeal, inquiry a director or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit officer of the Persons identified above acting Corporation in the capacities described above his or her capacity as a director or officer (and not in any other capacity. For capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the avoidance final disposition of doubt and notwithstanding anything in this Section 7.7 such Proceeding, shall be made only upon delivery to the contraryCorporation of an undertaking, nothing in by or on behalf of such director or officer, to repay all amounts so advanced if it should be determined ultimately that such director or officer is not entitled to be indemnified under this Agreement shall provide for any indemnification of any Partner section or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)otherwise.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (hereinafter a “Proceedingproceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Personhe or she is or was a director or an officer of the Corporation or, while a director or a Person officer of which such Person is the legal representativeCorporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an Indemnitee oremployee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in each casean official capacity as a director, officer, employee, agent or trustee or in any other capacity while serving as a representative thereof director, officer, employee, agent or trustee, shall be indemnified and held harmless by the Partnership Corporation to the fullest extent permitted by applicable LawDelaware law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Corporation to provide broader indemnification rights than said Law such law permitted the Partnership Corporation to provide prior to such amendment) ), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including reasonable attorneys’ and experts’ feesamounts paid in settlement) actually and reasonably incurred or suffered by such Person indemnitee in connection therewith; provided, however, that, except as provided in Section 7.03 with respect to proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such Proceeding, appeal, inquiry indemnitee only if such proceeding (or investigation (“Loss”), unless (apart thereof) such Loss shall have been finally determined was authorized by a court the Board of competent jurisdiction Directors. Any reference to have resulted from such Person’s fraud, willful misconduct or, an officer of the Corporation in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, Article VII shall be deemed contract rightsto refer exclusively to the Chief Executive Officer, President, Chief Financial Officer, Chief Legal Officer or General Counsel and Secretary of the Corporation appointed pursuant to Article IV of these Bylaws, and no amendmentto any Vice President, modification Assistant Secretary, Assistant Treasurer or repeal other officer of the Corporation appointed by the Board of Directors pursuant to Article IV of these Bylaws, and any reference to an officer of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and bylaws or equivalent organizational documents of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The fact that any person who is or was an employee of the Corporation or an employee of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, but not an officer thereof as described in the preceding sentence, has been given or has used the title of “Vice President” or any other title that could be construed to suggest or imply that such person is or may be such an officer of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall not result in such person being constituted as, or being deemed to be, such an officer of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for purposes of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)Article VII.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person Each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (“Proceeding”hereinafter a "proceeding"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Personhe or she, or a Person person of which such Person whom he or she is the legal representative, is or was an Indemnitee a director or officer of the Corporation or, if a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in each casean official capacity as a director or officer or in any other capacity while serving as a director or officer, a representative thereof shall be indemnified and held harmless by the Partnership Corporation to the fullest extent permitted authorized by applicable the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Corporation to provide broader indemnification rights than said Law law permitted the Partnership Corporation to provide prior to such amendment) ), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys' fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including reasonable attorneys’ and experts’ feesamounts paid or to be paid in settlement) actually reasonably incurred or suffered by such Person person in connection with therewith and such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 indemnification shall continue as to a Person person who has ceased to serve in the capacity which initially entitled such Person be a director or officer and shall inure to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in paragraph B hereof, the Persons identified above acting Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the capacities described above Board of Directors of the Corporation. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity. For capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the avoidance final disposition of doubt and notwithstanding anything in a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 7.7 or otherwise. The Corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the contrary, nothing in this Agreement shall provide for any Corporation with the same scope and effect as the foregoing indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)directors and officers.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person Each person who was or is made a party or is threatened to be made a party to or is involved (as a party, witness, or otherwise), in any threatened, pending pending, or completed action, suit suit, or proceeding, whether civil, criminal, administrative administrative, or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (hereinafter, a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, ) by reason of the fact that such Personperson, or a Person another person of which whom such Person person is the legal representative, is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation, including service with respect to employee benefit plans, whether the basis of the Proceeding is alleged action in an Indemnitee orofficial capacity as a director, officer, employee, or agent or in each caseany other capacity while serving as a director, a representative thereof officer, employee, or agent (hereafter an “Agent”), shall be indemnified and held harmless by the Partnership corporation to the fullest extent permitted authorized by applicable Lawstatutory and decisional law, as the same exists or may hereafter be interpreted or amended (but, in the case of any such amendmentamendment or interpretation, only to the extent that such amendment or interpretation permits the Partnership corporation to provide broader indemnification rights than said Law were permitted the Partnership to provide prior to such amendmentthereto) against judgmentsall expenses, penalties liability, and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements ERISA excise taxes and reasonable expenses (including reasonable attorneys’ penalties, amounts paid or to be paid in settlement, any interest, assessments, or other charges imposed thereon, and experts’ feesany federal, state, local, or foreign taxes imposed on any Agent as a result of the actual or deemed receipt of any payments under this Article) actually reasonably incurred or suffered by such Person person in connection with such Proceedinginvestigating, defending, being a witness in, or participating in (including on appeal), inquiry or investigation preparing for any of the foregoing in, any Proceeding (hereafter “LossExpenses”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 shall continue ; provided that except as to actions to enforce indemnification rights pursuant to Section 10.3, the corporation shall indemnify any Agent seeking indemnification in connection with a Person who has ceased to serve in Proceeding (or part thereof) initiated by such person only if the capacity which initially entitled such Person to indemnity hereunderProceeding (or part thereof) was authorized by the Board of the corporation. The rights granted pursuant right to indemnification conferred in this Section 7.7, including the rights to advancement granted under Section 7.8, Article shall be deemed a contract rights, and no amendment, modification or repeal right. It is the corporation’s intention that these Bylaws provide indemnification in excess of this that expressly permitted by Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit 317 of the Persons identified above acting in California Corporations Code, as authorized by the capacities described above and not in any other capacity. For the avoidance corporation’s Articles of doubt and notwithstanding anything in this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)Incorporation.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person Each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (“Proceedingproceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, he or she or a Person person of which such Person whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer of another corporation, or as a controlling person of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an Indemnitee orofficial capacity as a director or officer, or in each caseany other capacity while serving as a director or officer, a representative thereof shall be indemnified and held harmless by the Partnership corporation to the fullest extent permitted authorized by applicable the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership corporation to provide broader indemnification rights than said Law permitted the Partnership corporation to provide prior to such amendment) against judgmentsall expenses, penalties (including excise liability and similar taxes and punitive damages), fines, settlements and reasonable expenses (including reasonable attorneys’ and experts’ fees) actually loss reasonably incurred or suffered by such Person person in connection with therewith and such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 indemnification shall continue as to a Person person who has ceased to serve be a director or officer and shall inure to the benefit of his or her heirs, executors and administrators; provided , however , that except as provided in Section 7.2 of this Article VII, the corporation shall indemnify any such person seeking indemnity in connection with a proceeding (or part thereof) initiated by such person only if (a) such indemnification is expressly required to be made by law, (b) the proceeding (or part thereof) was authorized by the Board of Directors of the corporation, (c) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the capacity which initially entitled such Person corporation under the Delaware General Corporation Law, or (d) the proceeding (or part thereof) is brought to establish or enforce a right to indemnification or advancement under an indemnity hereunderagreement or any other statute or law or otherwise as required under Section 145 of the Delaware General Corporation Law. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, hereunder shall be deemed contract rights, rights and no amendment, modification or repeal of this Section 7.7 shall have include the effect of limiting or denying right to be paid expenses incurred in defending any such rights with respect to actions taken proceeding in advance of its final disposition; provided , however , that the payment of such expenses incurred by a director or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit officer of the Persons identified above acting corporation in the capacities described above his or her capacity as a director or officer (and not in any other capacity. For capacity in which service was or is tendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the avoidance final disposition of doubt and notwithstanding anything in such proceeding, shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it should be determined ultimately by final judicial decision from which there is no further right to appeal that such director or officer is not entitled to be indemnified under this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)otherwise.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (hereinafter a “Proceedingproceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, he or she or a Person person of which such Person whom he or she is the legal representativerepresentative is or was or has agreed to become a director or an officer of the Corporation or, while serving as a director or officer, is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an Indemnitee oremployee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is action alleged to have been taken or omitted in each casean official capacity as a director or officer, or in any other capacity while serving or having agreed to serve as a representative thereof director, officer, employee, agent or trustee, shall be indemnified and held harmless by the Partnership Corporation to the fullest extent permitted authorized by applicable Lawthe DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Corporation to provide broader indemnification rights than said Law such law permitted the Partnership Corporation to provide prior to such amendment) ), against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements ERISA excise taxes or penalties and reasonable expenses (including reasonable attorneys’ and experts’ feesamounts paid or to be paid in settlement) actually reasonably incurred or suffered by such Person indemnitee in connection therewith; provided, however, that, except as provided in Section (d) of this Article SEVENTH with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such Proceeding, appeal, inquiry indemnitee only if such proceeding (or investigation (“Loss”), unless (apart thereof) such Loss shall have been finally determined was authorized by a court the Board of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)Directors.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7herein or by Laws, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or administrative, arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Personhe or she, or a Person of which such Person whom he or she is the legal representative, is or was an Indemnitee or, in each casea Member of the Company or Affiliate thereof or any of their respective representatives, a representative thereof Manager, a member of a committee of the Company or an Officer of the Company, or while such a Person is or was serving at the request of the Company as a director, officer, partner, venturer, member, trustee, employee, agent or similar functionary of another foreign or domestic general partnership, corporation, limited partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise (each an “Indemnitee”), shall be indemnified by the Partnership Company to the extent such Proceeding or other above-described process relates to any such above-described relationships with, status with respect to, or representation of any such Person to the fullest extent permitted by applicable Lawthe Act, as the same exists or may hereafter hereinafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Company to provide broader indemnification rights than said Law Laws permitted the Partnership Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including reasonable attorneys’ and experts’ fees) actually incurred by such Person in connection with such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification and indemnification under this Section 7.7 Article VII shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunderhereunder for any and all liabilities and damages related to and arising from such Person’s activities while acting in such capacity; provided, however, that no Person shall be entitled to indemnification under this Section 7.1 if the Proceeding involves acts or omissions of such Person which constitute an intentional breach of this Agreement or gross negligence on the part of such Person. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, Article VII shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 Article VII shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations Proceedings arising prior to any such amendment, modification or repeal. The foregoing It is acknowledged that the indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything provided in this Section 7.7 to the contrary, nothing in this Agreement shall provide Article VII could involve indemnification for any indemnification negligence or under theories of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)strict liability.

Right to Indemnification. Subject to the limitations and conditions as provided The provision in this ARTICLE VIII that an “officer” shall be indemnified and held harmless by the Corporation is intended to mean an “Elected Officer.” Accordingly, the term “officer” in ARTICLE VIII shall mean “Elected Officer” as such term is defined in ARTICLE IV, Section 7.7, each Person 1 of the Bylaws of the Corporation. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (hereinafter a “Proceedingproceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, he or a Person of which such Person is the legal representative, she is or was a director or an Indemnitee orofficer of the Corporation or such director or officer of the Corporation is or was serving at the request of the Corporation as a director, officer, manager, employee, agent or trustee of another corporation or of a partnership, limited liability company joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is an alleged action in each casean official capacity as a director, officer, manager, employee, agent, trustee or in any other capacity while serving as a representative thereof director, officer, manager, employee, agent or trustee shall be indemnified and held harmless by the Partnership Corporation to the fullest extent permitted authorized by applicable the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Corporation to provide broader indemnification rights than said Law such law permitted the Partnership Corporation to provide prior to such amendment) ), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including reasonable attorneys’ and experts’ feesamounts paid in settlement) actually reasonably incurred or suffered by such Person indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this Article VIII with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such Proceeding, appeal, inquiry indemnitee only if such proceeding (or investigation (“Loss”), unless (apart thereof) such Loss shall have been finally determined was authorized by a court the Board of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit Directors of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)Corporation.

Right to Indemnification. Subject to the limitations and conditions as provided for in this Section 7.7Article 8, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Personhe, or a Person of which such Person he is the legal representative, is or was an Indemnitee ora Member, in each case, a representative thereof Manager or Officer (or officer or Manager or shareholder of any of the foregoing) shall be indemnified by the Partnership Company to the fullest extent permitted by applicable Lawlaw, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Company to provide broader indemnification rights than said Law law permitted the Partnership Company to provide prior to such amendment) ), against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including including, without limitation, reasonable attorneys’ and experts’ fees) fees incurred in connection with any such Proceeding or any action by a Person to enforce its rights under this Article 8) actually incurred by such Person in connection with such Proceeding, appeal, inquiry or investigation (“Loss”)investigation, unless (a) except to the extent that any such Loss judgments, penalties, fines, settlements and expenses shall have been finally determined by a court the result of competent jurisdiction gross negligence, fraud or intentional misconduct of the Person otherwise entitled to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreementindemnification. Indemnification The indemnification under this Section 7.7 Article 8 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, Article 8 shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 Article 8 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing It is expressly acknowledged that the indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything provided in this Section 7.7 to the contrary, nothing in this Agreement shall provide Article 8 could involve indemnification for any indemnification negligence or under theories of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)strict liability.

Right to Indemnification. Subject The Company shall indemnify, hold harmless, reimburse and pay to the limitations fullest extent permitted by applicable law as it presently exists or may hereafter be amended, Ares, each Stockholder (other than Oaktree) and conditions as provided in this Section 7.7its respective Affiliates (other than the Company and its Subsidiaries) and direct and indirect partners (including partners of partners and stockholders and members of partners), members, stockholders, managers, directors, officers, employees and agents and each Person who was controls any of them within the meaning of Section 15 of the Securities Act or is made a Section 20 of the Exchange Act (the “Covered Persons”) from and against any and all losses, claims, damages, liabilities, expenses (including the cost of investigation and defense and reasonable attorneys’ fees and expenses), judgments, penalties, fines and amounts paid in settlement (including interest, assessments and other charges paid or payable in connection with or in respect of such losses, claims, damages, liabilities, expenses, judgments, penalties, fines and amounts paid in settlement) (collectively, “Losses”) sustained or suffered by any such Covered Person based upon, relating to, arising out of, or by reason of any third party or is threatened governmental claims actions, suits, proceedings, whether civil, criminal, administrative or investigative, relating to be made such Covered Person’s status as a stockholder or controlling person of the Company (including any and all losses, claims, damages or liabilities under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, which relate directly or indirectly to the registration, purchase, sale or ownership of any equity securities of the Company or to any fiduciary obligation or other duty owed (or purportedly owed) by any Covered Person in its capacity as such), including in connection with any third party to or is involved in any threatenedgovernmental claim, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative investigative, relating to any action taken or in the nature of an alternative dispute resolution in lieu of omitted to be taken or alleged to have been taken or omitted to have been taken by any of the foregoing Covered Person as a stockholder or controlling person, including claims alleging so-called control person liability or securities law liability (any such claim, action, suit or proceeding, a “ProceedingClaim”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, or a Person of which such Person is the legal representative, is or was an Indemnitee or, in each case, a representative thereof shall be indemnified by the Partnership to the fullest extent permitted by applicable Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership to provide broader indemnification rights than said Law permitted the Partnership to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including reasonable attorneys’ and experts’ fees) actually incurred by such Person in connection with such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt doubt, (i) the foregoing indemnification rights shall not apply to Oaktree and notwithstanding anything in this Section 7.7 (ii) Oaktree shall remain entitled to the contrary, nothing indemnification provisions set forth in this Agreement shall provide for any indemnification Article VI of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)August 2019 XXX.

Right to Indemnification. Subject to the limitations The Corporation shall indemnify and conditions as provided in this Section 7.7hold harmless, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing (“Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, or a Person of which such Person is the legal representative, is or was an Indemnitee or, in each case, a representative thereof shall be indemnified by the Partnership to the fullest extent permitted by applicable Law, law as the same it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Corporation to provide broader indemnification rights than said Law law permitted the Partnership Corporation to provide prior to such amendment) ), any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, member, trustee, partner, manager, representative or agent of another corporation or of a partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans maintained or sponsored by the Corporation (an “Indemnitee”), whether the basis in such Proceeding is alleged action in an official capacity as director, officer, employee, member, trustee, partner, manager, representative or agent or in any other capacity while serving as such, against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements excise taxes or penalties, and reasonable expenses (including reasonable attorneys’ and experts’ feesamounts paid in settlement) actually incurred or suffered by such Person Indemnitee in connection therewith, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The Corporation shall indemnify an Indemnitee in connection with a Proceeding (or part thereof) initiated by such Proceeding, appeal, inquiry Indemnitee only if the initiation of such Proceeding (or investigation (“Loss”), unless (apart thereof) such Loss shall have been finally determined by a court the Indemnitee was authorized by the Board of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)Directors.

Right to Indemnification. Subject to the limitations and conditions as provided set forth in this Section 7.75, each Person if the Indemnitee is a person who was or is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing (“Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, or a Person of which such Person is the legal representative, he is or was a director of the Company or is or was serving at the request of the Company as a director or officer of another corporation, as a partner or officer of a partnership, as a member or officer of a limited liability company, as a principal or officer of a joint venture, as a trustee or officer of a trust or in any comparable capacity in any other enterprise, including service with respect to an Indemnitee oremployee benefit plan, whether the basis of such Proceeding is alleged action in each casean official capacity as a director or in any such other capacity while so serving, a representative thereof shall be indemnified and held harmless by the Partnership Company to the fullest full extent permitted authorized by applicable Lawthe DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Company to provide broader indemnification rights than said Law law permitted the Partnership Company to provide prior to such amendment) ), or by other applicable law as then in effect, against judgmentsall expense, penalties liability and loss (including excise attorneys’ fees and similar taxes and punitive damages)related disbursements, judgments, fines, settlements excise taxes and reasonable expenses (including reasonable attorneys’ penalties under ERISA, penalties and experts’ feesamounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Person Indemnitee in connection with therewith, and such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 indemnification shall continue as to a Person person who has ceased to serve be a director, officer, partner, member, principal, or trustee or to hold a comparable position, in each case as applicable, and shall inure to the capacity which initially entitled such Person to indemnity hereunderbenefit of his or her heirs, executors and administrators. The rights granted pursuant to this Section 7.7If the Indemnitee is or was serving as a director or officer of a subsidiary of the Company, including then the rights to advancement granted under Section 7.8, Indemnitee shall be deemed contract rightsto be serving, and no amendmentor have served, modification or repeal of this Section 7.7 shall have at the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit request of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)Company.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person Each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (hereinafter a “Proceedingproceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, he or she or a Person person of which such Person whom he or she is the legal representative, is or was or has agreed to become a Director or officer of the Company or is or was serving or has agreed to serve at the request of the Company as a director, manager, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an Indemnitee orofficial capacity as a Director or officer or in any other capacity while serving or having agreed to serve as a Director or officer, in each case, a representative thereof shall be indemnified and held harmless by the Partnership Company to the fullest extent permitted authorized by applicable Lawthe Act, as the same exists or may hereafter be amended amended, (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Company to provide broader indemnification rights than said Law law permitted the Partnership Company to provide prior to such amendment) against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)without limitation, attorneys’ fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including reasonable attorneys’ and experts’ feesamounts paid or to be paid in settlement) actually reasonably incurred or suffered by such Person person in connection with therewith and such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 indemnification shall continue as to a Person person who has ceased to serve in the capacity which initially entitled such Person person to indemnity hereunder. The rights granted pursuant hereunder and shall inure to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of his or her heirs, executors and administrators; provided, however, that the Persons identified above acting Company shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the capacities described above Board of Directors. The right to indemnification conferred in this Section 8 shall be a contract right and shall include the right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Act requires, the payment of such expenses incurred by a current, former or proposed Director or officer in his or her capacity as a Director or officer or proposed Director or officer (and not in any other capacity. For capacity in which service was or is or has been agreed to be rendered by such person while a Director or officer, including, without limitation, service to an employee benefit plan) in advance of the avoidance final disposition of doubt and notwithstanding anything in a proceeding, shall be made only upon delivery to the Company of an undertaking, by or on behalf of such indemnified person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified person is not entitled to be indemnified under this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)8.2.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person Each person who was or is made a party to or is threatened to be made a party to or is involuntarily involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Personhe or she, or a Person person of which such Person whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving (during such person’s tenure as director or officer) at the request of the corporation, any other corporation, partnership, joint venture, trust or other enterprise in any capacity, whether the basis of a Proceeding is an Indemnitee oralleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer, in each case, a representative thereof shall be indemnified and held harmless by the Partnership corporation to the fullest extent permitted authorized by applicable California General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership corporation to provide broader indemnification rights than said Law law permitted the Partnership corporation to provide prior to such amendment) ), against judgmentsall expenses, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements or penalties and reasonable expenses (including reasonable attorneys’ and experts’ feesamounts to be paid in settlement) actually reasonably incurred or suffered by such Person person in connection with therewith. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending a Proceeding in advance of its final disposition; provided, however, that, if California General Corporation Law requires, the payment of such Proceeding, appeal, inquiry expenses in advance of the final disposition of a Proceeding shall be made only upon receipt by the corporation of an undertaking by or investigation (“Loss”), unless (a) on behalf of such Loss director or officer to repay all amounts so advanced if it shall have been finally ultimately be determined by a court of competent jurisdiction that such director or officer is not entitled to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification be indemnified under this Section 7.7 shall continue as or otherwise. No amendment to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 5.05 shall apply to or have the any effect of limiting or denying on any such rights right to indemnification provided hereunder with respect to actions taken any acts or Proceedings, appeals, inquiries or investigations arising omissions occurring prior to any amendment, modification such amendment or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement).

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7Article VII, each Person (an “Indemnified Person”) who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or administrative, arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Personhe or she, or a Person of which such Person whom he or she is the legal representative, is or was an Indemnitee ora Unitholder, in each caseManager or Officer, or while a representative thereof Unitholder, Manager or Officer is or was serving at the request of the LLC as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, shall be indemnified by the Partnership LLC to the fullest extent permitted by applicable Lawthe Delaware Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership LLC to provide broader indemnification rights than said Law law permitted the Partnership LLC to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including reasonable attorneys’ and experts’ fees) actually incurred by such Indemnified Person in connection with such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification and indemnification under this Section 7.7 Article VII shall continue as to a an Indemnified Person who has ceased to serve in the capacity which initially entitled such Indemnified Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, Article VII shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 Article VII shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations Proceedings arising prior to any amendment, modification or repeal. The foregoing It is expressly acknowledged that the indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything provided in this Section 7.7 Article VII could involve indemnification for negligence or under theories of strict liability. The Indemnified Persons are intended express third party beneficiaries of, and shall be entitled to enforce the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach provisions of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)Article VII.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7ARTICLE VII, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing (“Proceeding”hereinafter, a "PROCEEDING"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, or a Person of which such Person is the legal representative, is or was an Indemnitee or, in each casea Member, a representative thereof member of the Board or Officer shall be indemnified by the Partnership Company to the fullest extent permitted by applicable Lawlaw, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Company to provide broader indemnification rights than said Law law permitted the Partnership Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including including, without limitation, reasonable attorneys’ ' and experts’ ' fees) actually incurred by such Person in connection with such Proceeding, appeal, inquiry or investigation (“Loss”each a "LOSS"), unless (a) such Loss shall have been finally determined the result of gross negligence, fraud or intentional misconduct by a court of competent jurisdiction such Person, in which case such indemnification shall not cover such Loss to have resulted the extent resulting from such Person’s fraudgross negligence, willful misconduct or, in the case of any Partner, willful breach of this Agreementfraud or intentional misconduct. Indemnification under this Section 7.7 ARTICLE VII shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, ARTICLE VII shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 ARTICLE VII shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement).

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7Article VI, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing (a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, or a Person of which such Person is the legal representative, is or was an Indemnitee or, in each casea Member, a representative thereof Manager or an Officer, the Tax Matters Representative or an officer or member of the board of a Subsidiary, shall be indemnified by the Partnership Company to the fullest extent permitted by applicable Lawlaw, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Company to provide broader indemnification rights than said Law law permitted the Partnership Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including reasonable attorneys’ and experts’ fees) actually incurred by such Person in connection with such Proceeding, appeal, inquiry or investigation (“LossDamages”), unless (a) such Loss Damages shall have been finally determined the result of gross negligence, fraud or willful misconduct by a court of competent jurisdiction such Person, in which case such indemnification shall not cover such Damage to have resulted the extent resulting from such Person’s fraudgross negligence, fraud or willful misconduct or, in the case of any Partner, willful breach of this Agreementmisconduct. Indemnification under this Section 7.7 Article VI shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, Article VI shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 Article VI shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement).

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7Article VII, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or administrative, arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Personhe or she, or a Person of which such Person whom he or she is the legal representative, is or was an Indemnitee ora Unitholder, in each caseManager or Officer, or while a representative thereof Unitholder, Manager or Officer is or was serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Partnership Company to the fullest extent permitted by applicable Lawthe Delaware Act, as the same exists exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Company to provide broader indemnification rights than said Law law permitted the Partnership Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including reasonable attorneys’ and experts’ fees) actually incurred by such Person in connection with such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification and indemnification under this Section 7.7 Article VII shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, Article VII shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 Article VII shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations Proceedings arising prior to any amendment, modification or repeal. The foregoing It is expressly acknowledged that the indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything provided in this Section 7.7 to the contrary, nothing in this Agreement shall provide Article VII could involve indemnification for any indemnification negligence or under theories of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)strict liability.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person Each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing (“Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, proceeding by reason of the fact that such Personhe or she, or a Person person of which such Person whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, partner (limited or general) or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, including service with respect to an Indemnitee oremployee benefit plan, in each case, a representative thereof shall be (and shall be deemed to have a contractual right to be) indemnified and held harmless by the Partnership Corporation (and any successor to the Corporation by merger or otherwise) to the fullest extent permitted by applicable Lawauthorized by, and subject to the conditions and (except as provided herein) procedures set forth in the DGCL, as the same exists or may hereafter be amended (but, in but any such amendment shall not be deemed to limit or prohibit the case rights of indemnification hereunder for past acts or omissions of any such amendment, only to the extent that person insofar as such amendment permits limits or prohibits the Partnership to provide broader indemnification rights than that said Law law permitted the Partnership Corporation to provide prior to such amendment) ), against judgmentsall expenses, penalties liabilities and losses (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements ERISA truces or penalties and reasonable amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith; provided, however, that the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person (except for a suit or action pursuant to Section 6.2 hereof) only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. Persons who are not directors or officers of the Corporation and are not so serving at the request of the Corporation may be similarly indemnified in respect of such service to the extent authorized at any time by the Board of Directors of the Corporation. The indemnification conferred in this Section 6.1 also shall include the right to be paid by the Corporation (and such successor) the expenses (including reasonable attorneys’ and experts’ fees) actually incurred in the defense of or other involvement in any such proceeding in advance of its final disposition; provided, however, that, if and to the extent the DGCL requires, the payment of such expenses (including attorneys’ fees) incurred by a director or officer in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking by or on behalf of such Person director or officer to repay all amounts so paid in connection with advance if it shall ultimately be determined that such Proceeding, appeal, inquiry director or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction officer is not entitled to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification be indemnified under this Section 7.7 shall continue 6.1 or otherwise; and provided further, that, such expenses incurred by other employees and agents may be so paid in advance upon such terms and conditions, if any, as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal Board of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)Directors deems appropriate.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person (a) Each person who was or is made a party or is threatened to be made a party to to, or was or is otherwise involved in in, any action, suit, arbitration, alternative dispute resolution mechanism, investigation, inquiry, judicial, administrative or legislative hearing, or any other threatened, pending or completed action, suit or proceeding, whether brought by or in the right of the Corporation or otherwise, including any and all appeals, whether of a civil, criminal, administrative administrative, legislative, investigative or arbitrative or in the other nature of an alternative dispute resolution in lieu of any of the foregoing (hereinafter a “Proceedingproceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, he or a Person of which such Person is the legal representative, she is or was a director or an Indemnitee orofficer of the Corporation or while a director or an officer of the Corporation is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), or by reason of anything done or not done by him or her in each caseany such capacity, a representative thereof shall be indemnified and held harmless by the Partnership Corporation to the fullest extent permitted authorized by applicable Lawthe DGCL, as the same exists or may hereafter be amended (butamended, in the case of any such amendmentagainst all expense, only to the extent that such amendment permits the Partnership to provide broader indemnification rights than said Law permitted the Partnership to provide prior to such amendment) against judgments, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements XXXXX excise taxes, penalties and reasonable expenses (including reasonable attorneys’ and experts’ feesamounts paid in settlement by or on behalf of the indemnitee) actually and reasonably incurred by such Person indemnitee in connection therewith, all on the terms and conditions set forth in these Bylaws; provided, however, that, except as otherwise required by law or provided in Section 6.4 with respect to suits to enforce rights under this Article VI, the Corporation shall indemnify any such indemnitee in connection with a proceeding, or part thereof, voluntarily initiated by such Proceedingindemnitee (including claims and counterclaims, appealwhether such counterclaims are asserted by such indemnitee or the Corporation in a proceeding initiated by such indemnitee) only if such proceeding, inquiry or investigation (“Loss”)part thereof, unless (a) such Loss shall have been finally determined was authorized or ratified by a court the Board of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in Directors or the case Board of any Partner, willful breach Directors otherwise determines that indemnification or advancement of this Agreement. Indemnification under this Section 7.7 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification expenses is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)appropriate.

Right to Indemnification. Subject to the limitations The Corporation shall indemnify and conditions as provided in this Section 7.7hold harmless, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing (“Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, or a Person of which such Person is the legal representative, is or was an Indemnitee or, in each case, a representative thereof shall be indemnified by the Partnership to the fullest extent permitted by applicable Law, law as the same it presently exists or may hereafter be amended (butamended, in the case of any such amendmentVoteCo, only to the extent that such amendment permits the Partnership to provide broader indemnification rights than said Law permitted the Partnership to provide prior to such amendment) against judgmentseach Stockholder, penalties its Affiliates and its direct and indirect partners (including excise partners of partners and similar taxes stockholders and punitive damagesmembers of partners), finesmembers, settlements stockholders, managers, directors, officers, employees and reasonable agents and each Person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Covered Persons”) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ and experts’ fees) actually incurred sustained or suffered by any such Covered Person based upon, relating to, arising out of, or by reason of any third party or governmental claims relating to such Covered Person’s status as a Covered Person (including any and all losses, claims, damages or liabilities under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, which relate directly or indirectly to the registration, purchase, sale or ownership of any Equity Securities of the Corporation or to any fiduciary obligation owed with respect thereto), including in connection with any third party or governmental action or claim relating to any action taken or omitted to be taken or alleged to have been taken or omitted to have been taken by any Covered Person as a stockholder or controlling person, including claims alleging so-called control person liability or securities law liability (any such claim, a “Claim”). Notwithstanding the preceding sentence, except as otherwise provided in Section 6.3, the Corporation shall be required to indemnify a Covered Person in connection with a Claim (or part thereof) commenced by such Proceeding, appeal, inquiry Covered Person only if the commencement of such Claim (or investigation (“Loss”), unless (apart thereof) such Loss shall have been finally determined by a court the Covered Person was authorized by the Board of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)Directors.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (“hereinafter, a "Proceeding”"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, he or a Person of which such Person is the legal representative, she is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an Indemnitee oremployee benefit plan (hereinafter, an "Indemnitee"), whether the basis of such Proceeding is alleged action in each casean official capacity as a director, officer, employee or agent or in any other capacity while serving as a representative thereof director, officer, employee or agent shall be indemnified and held harmless by the Partnership Corporation to the fullest extent permitted authorized by applicable the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Corporation to provide broader indemnification rights than said Law permitted the Partnership to provide prior to such amendment) thereto), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys' fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including reasonable attorneys’ and experts’ feesamounts paid in settlement) actually reasonably incurred or suffered by such Person Indemnitee in connection with therewith and such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 indemnification shall continue as to a Person an Indemnitee who has ceased to serve in the capacity which initially entitled such Person be a director, officer, employee or agent and shall inure to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting Indemnitee's heirs, executors and administrators; PROVIDED, HOWEVER, that, except as provided in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach 3 of this Agreement Article IV with respect to Proceedings to enforce rights to indemnification, the Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or any Affiliate Contract part thereof) initiated by such Indemnitee only if such Proceeding (as defined in or part thereof) was authorized by the GP LLC Agreement)Board of Directors of the Corporation.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person (A) Each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (hereinafter a “Proceedingproceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Personhe or she, or a Person person of which such Person whom he or she is the legal representative, is or was an Indemnitee ora director or officer of the Corporation, or serves, in each caseany capacity, any corporation, partnership or other entity in which the Corporation has a representative thereof partnership or other interest, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Partnership Corporation to the fullest extent permitted authorized by applicable Lawthe DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Corporation to provide broader indemnification rights than said Law law permitted the Partnership Corporation to provide prior to such amendment) ), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including reasonable attorneys’ and experts’ feesamounts paid or to be paid in settlement) actually reasonably incurred or suffered by such Person person in connection with therewith and such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 indemnification shall continue as to a Person person who has ceased to serve be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators, and (B) the Corporation shall indemnify and hold harmless in such manner any person designated by the capacity Board, or any committee thereof, as a person subject to this indemnification provision, and who was or is made a party or is threatened to be made a party to a proceeding by reason of the fact that he, she or a person of whom he or she is the legal representative, is or was serving at the request of the Board of the Corporation as a director, officer, employee or agent of another corporation or a partnership, joint venture, trust or other enterprise whether such request is made before or after the acts taken or allegedly taken or events occurring or allegedly occurring which initially entitled give rise to such Person to indemnity hereunder. The rights granted proceeding; provided, however, that except as provided in subsection (b)(ii) of this Section, the Corporation shall indemnify any such person seeking indemnification pursuant to this Section 7.7, including subsection in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the rights Board. The right to advancement granted under Section 7.8indemnification conferred herein shall be a contract right based upon an offer from the Corporation which shall be deemed to have been made to a person subject to subsection (b)(i)(A) on the date hereof and to a person subject to subsection (b)(i)(B) on the date designated by the Board, shall be deemed contract rights, to be accepted by such person’s service or continued service as a director or officer of the Corporation for any period after the offer is made and no amendment, modification or repeal of this Section 7.7 shall have include the effect of limiting or denying right to be paid by the Corporation the expenses incurred in defending any such rights with respect to actions taken proceeding in advance of its final disposition; provided, however, that if the DGCL requires, the payment of such expenses incurred by a director or Proceedings, appeals, inquiries officer in his or investigations arising prior to any amendment, modification her capacity as the director or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting in the capacities described above officer (and not in any other capacity. For capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the avoidance final disposition of doubt and notwithstanding anything in a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 7.7 or otherwise. The Corporation may, by action of the Board, provide indemnification to employees or agents of the contrary, nothing in this Agreement shall provide for any Corporation with the same scope and effect as the foregoing indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)directors and officers.

Right to Indemnification. Subject The Corporation shall indemnify to the limitations and conditions fullest extent permitted by the DGCL, as provided in this Section 7.7it now exists or may be amended, each Person any current or former director or officer of the Corporation who was is made, or is made a party or is threatened to be made made, a party to or is otherwise involved in any threatened, pending or completed an action, suit or proceeding, whether civil, criminal, administrative administrative, investigative or arbitrative other (including an action, suit or proceeding by or in the nature of an alternative dispute resolution in lieu of any right of the foregoing Corporation) (collectively, a “Proceedingproceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, or a Person of which such Person is the legal representative, person is or was a director or officer of the Corporation or an Indemnitee oradministrator or fiduciary with respect to any employee benefit plan of the Corporation, in each caseor serves or served at the request of the Corporation as a director, officer, employee or agent, or as an administrator or fiduciary of an employee benefit plan, of another corporation, partnership, joint venture, trust or other enterprise (a representative thereof shall be indemnified by the Partnership to the fullest extent permitted by applicable Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership to provide broader indemnification rights than said Law permitted the Partnership to provide prior to such amendment“beneficiary”) against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements Employee Retirement Income Security Act of 1974 (or comparable non-U.S. law) excise taxes or penalties and reasonable expenses (including reasonable attorneys’ and experts’ feesamounts paid in settlement) actually reasonably incurred or suffered by such Person beneficiary in connection therewith; except that the Corporation shall indemnify any such beneficiary in connection with a proceeding (or part thereof) initiated by such Proceeding, appeal, inquiry beneficiary only if such proceeding (or investigation (“Loss”), unless (apart thereof) such Loss shall have been finally determined was authorized by the Board or is initiated to enforce a court of competent jurisdiction to have resulted from such Personbeneficiary’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification rights under this Section 7.7 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder8.1 or Section 8.2. The rights granted pursuant No amendment to this Section 7.7, including Article 8 that limits the rights Corporation’s obligation to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 indemnify any person shall have the any effect of limiting on such obligation for any act or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising omission that occurs prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit later of the Persons identified above acting in effective date of the capacities described above and not in any other capacity. For amendment or the avoidance date notice of doubt and notwithstanding anything in this Section 7.7 the amendment is given to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)person.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person Each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (a “Proceedingproceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Personhe or she, or a Person person of which such Person whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action or inaction in an Indemnitee orofficial capacity or in any other capacity while serving as director, in each caseofficer, a representative thereof employee or agent, shall be indemnified and held harmless by the Partnership corporation to the fullest extent permitted by applicable Lawthe General Corporation Law of Delaware, as the same exists or may hereafter be amended (butfrom time to time, in the case of any such amendmentagainst all costs, only to the extent that such amendment permits the Partnership to provide broader indemnification rights than said Law permitted the Partnership to provide prior to such amendment) against judgmentscharges, penalties expenses, liabilities and losses (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including reasonable attorneys’ and experts’ feesamounts paid or to be paid in settlement) actually reasonably incurred or suffered by such Person person in connection with such Proceedingtherewith, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 and that indemnification shall continue as to a Person person who has ceased to serve in the capacity which initially entitled such Person be a director, officer, employee or agent and shall inure to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of his heirs, executors and administrators; provided, however, that, except as provided in section 6.2, the Persons identified above acting corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by that person, only if that proceeding (or part thereof) was authorized by the capacities described above Board. The right to indemnification conferred in these by-laws shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the General Corporation Law of Delaware, as amended from time to time, requires, the payment of such expenses incurred by a director or officer in his capacity as a director or officer (and not in any other capacity. For capacity in which service was or is rendered by that person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the avoidance final disposition of doubt and notwithstanding anything in this Section 7.7 a proceeding shall be made only upon delivery to the contrarycorporation of an undertaking, nothing in this Agreement by or on behalf of such director or officer, to repay all amounts so advanced, if it shall ultimately be determined that such director or officer is not entitled to be indemnified under these by-laws or otherwise. The corporation may, by action of its Board, provide for any indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)directors and officers.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person Each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (“Proceeding”hereinafter a "proceeding"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Personhe or she, or a Person person of which such Person whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an Indemnitee orofficial capacity as a director, officer, employee or agent or in each caseany other capacity while serving as a director, a representative thereof officer, employee or agent, shall be indemnified and held harmless by the Partnership Corporation to the fullest extent permitted authorized by applicable Lawthe General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the fullest extent permitted by law, only to the extent that such amendment permits the Partnership Corporation to provide broader indemnification rights than said Law law permitted the Partnership Corporation to provide prior to such amendment) ), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys' fees, judgments, fines, settlements amounts paid or to be paid in settlement, and reasonable expenses (including reasonable attorneys’ and experts’ feesexcise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) actually reasonably incurred or suffered by such Person person in connection with therewith and such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 indemnification shall continue as to a Person person who has ceased to serve in the capacity which initially entitled such Person be a director, officer, employee or agent and shall inure to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) hereof, the Persons identified above acting Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the capacities described above Board. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity. For capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the avoidance final disposition of doubt and notwithstanding anything in a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 7.7 or otherwise. The Corporation may, by action of the Board, provide indemnification to employees and agents of the contrary, nothing in this Agreement shall provide for any Corporation with the same scope and effect as the foregoing indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)directors and officers.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.713, each Person individual, corporation, partnership, limited liability company, trust, estate, unincorporated organization, association or other entity (each, a “Person”) who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing (“Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, or a Person of for which such Person is the legal representative, is or was an Indemnitee orthe Member, a Manager or in each case, a representative thereof Representative thereof, shall be indemnified by the Partnership Company to the fullest extent permitted by applicable Lawlaw, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Company to provide broader indemnification rights than said Law law permitted the Partnership Company to provide prior to such amendment) against judgments, penalties (including including, without limitation, excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including including, without limitation, reasonable attorneys’ and experts’ fees) actually incurred by such Person in connection with such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally the result of gross negligence, fraud or intentional misconduct by such Person (as determined by a final non-appealable judgment entered by a court of competent jurisdiction to have resulted from such Person’s fraudjurisdiction), willful misconduct or, in the case of any Partnerformer member or former manager, willful breach of this Agreementsuch Loss arises in connection with any action, suit or Proceeding brought by a former member against another former member. Indemnification under this Section 7.7 13 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, 13 shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 13 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. Notwithstanding anything in this Section 13(b) to the contrary, the indemnification provided by this Section 13(b) shall only apply to Proceedings brought by third-party claimants against a Person entitled to indemnification hereunder and not Proceedings brought by the Company against such Person. The foregoing indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement).

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7ARTICLE V, each 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 threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or administrative, arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (“hereinafter a "Proceeding”"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, he or a Person of which such Person is the legal representative, she is or was an Indemnitee ora Member or officer of the Company or while a Member or officer of the Company is or was serving at the request of the Company as a director, in each caseofficer, a representative thereof shall employee, partner, member, manager, trustee, fiduciary or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture or other entity or enterprise, may be indemnified and held harmless by the Partnership Company to the fullest extent permitted by applicable Lawthe Act, as the same exists or may hereafter be amended (butamended, in the case of any such amendmentagainst all expense, only to the extent that such amendment permits the Partnership to provide broader indemnification rights than said Law permitted the Partnership to provide prior to such amendment) against judgments, penalties liability and loss (including excise and similar taxes and punitive damages)attorney's fees, judgments, fines, settlements excise taxes or penalties and reasonable expenses (including reasonable attorneys’ and experts’ feesamounts paid in settlement) actually reasonably incurred or suffered by such Person in connection with such Proceeding; provided that such Person acted in good faith and in a manner such Person reasonably believed to be in, appealor not opposed to, inquiry or investigation (“Loss”)the best interests of the Company, unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification and indemnification under this Section 7.7 ARTICLE V shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The If the Company elects to provide indemnification hereunder, such rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, ARTICLE V shall be deemed a contract rightsright, and no amendment, modification or repeal of this Section 7.7 ARTICLE V shall have the effect of limiting or denying any adversely affect such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner Member or any legal representative thereof officer in respect of any Proceeding by any other Partner against act, omission or condition existing or event or circumstance occurring prior to the time of such Partner amendment, repeal or modification. It is expressly acknowledged that the indemnification provided in this ARTICLE V could involve indemnification for breach negligence or under theories of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)strict liability.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7The Corporation, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing (“Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, or a Person of which such Person is the legal representative, is or was an Indemnitee or, in each case, a representative thereof shall be indemnified by the Partnership to the fullest extent permitted or required by Delaware General Corporation Law or other applicable Lawlaw, as the same exists or may hereafter be amended (but, in the case of any such amendmentamendment and unless applicable law otherwise requires, only to the extent that such amendment permits the Partnership Corporation to provide broader indemnification rights than said Law such law permitted the Partnership Corporation to provide prior to such amendment), shall indemnify and hold harmless any person who is or was a director or officer of the Corporation and who is or was involved in any manner (including, without limitation, as a party or a witness) or is threatened to be made so involved in any threatened, pending or completed investigation, claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, any action, suit or proceedings by or in the right of the Corporation to procure a judgment in its favor) (a "Proceeding") by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including, without limitation, any employee benefit plan) (a "Covered Entity") against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable all expenses (including reasonable attorneys’ ' fees), judgments, fines and experts’ fees) amounts paid in settlement actually and reasonably incurred by such Person person in connection with such Proceeding; provided, appealhowever, inquiry or investigation (“Loss”), unless (a) such Loss that the foregoing shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 shall continue as not apply to a Person who has ceased to serve in director or officer of the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights Corporation with respect to actions taken a Proceeding that was commenced by such director or Proceedings, appeals, inquiries officer unless the proceeding was commenced after a Change in Control (as hereinafter defined in Section 4(e) of this Article). Any director or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit officer of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything Corporation entitled to indemnification as provided in this Section 7.7 1 is hereinafter called an "Indemnitee". Any right of an Indemnitee to indemnification shall be a contract right and shall include the right to receive, prior to the contrary, nothing in this Agreement shall provide for any indemnification conclusion of any Partner or any legal representative thereof in respect Proceeding, payment of any Proceeding expenses incurred by any the Indemnitee in connection with such proceeding, consistent with the provisions of applicable law as then in effect and the other Partner against such Partner for breach provisions of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)Article.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (hereinafter a “Proceedingproceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, he or a Person of which such Person is the legal representative, she is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an Indemnitee oremployee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in each casean official capacity as a director, officer, employee or agent or in any other capacity while serving as a representative thereof director, officer, employee or agent, shall be indemnified and held harmless by the Partnership Corporation to the fullest extent permitted authorized by applicable Lawthe General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Corporation to provide broader indemnification rights than said Law such law permitted the Partnership Corporation to provide prior to such amendment) ), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements ERISA excise taxes or penalties and reasonable expenses (including reasonable attorneys’ and experts’ feesamounts paid in settlement) actually reasonably incurred or suffered by such Person indemnitee in connection with therewith and such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 indemnification shall continue as to a Person an indemnitee who has ceased to serve in the capacity which initially entitled such Person be a director, officer, employee or agent and shall inure to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in subsection (b) hereof with respect to proceedings to enforce rights to indemnification, the capacities described above Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section 8 shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”), provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity. For capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the avoidance Corporation of doubt and notwithstanding anything in an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner 8 or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)otherwise.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person Each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed claim, action, suit suit, proceeding or proceedinginvestigation, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (hereinafter a “Proceedingproceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, he or she or a Person person of which such Person whom he or she is the legal representative, is or was or has agreed to become a director or officer of the Corporation or is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an Indemnitee orofficial capacity as a director or officer or in any other capacity while serving or having agreed to serve as a director or officer, in each case, a representative thereof shall be indemnified and held harmless by the Partnership Corporation to the fullest extent permitted authorized by applicable Lawthe DGCL, as the same exists or may hereafter be amended amended, (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Corporation to provide broader indemnification rights than said Law law permitted the Partnership Corporation to provide prior to such amendment) against judgmentsall cost or expense, penalties liability and loss (including excise and similar taxes and punitive damages)without limitation, attorneys’ fees, judgments, fines, settlements damages, ERISA excise taxes or penalties and reasonable expenses (including reasonable attorneys’ and experts’ feesamounts paid or to be paid in settlement) actually reasonably incurred or suffered by such Person person in connection with therewith and such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 indemnification shall continue as to a Person person who has ceased to serve in the capacity which initially entitled such Person person to indemnity hereunder. The rights granted pursuant hereunder and shall inure to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of his or her heirs, executors and administrators; provided, however, that the Persons identified above acting Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof), other than a proceeding (or part thereof) brought under Section 3 of this Article VI, initiated by such person or his or her heirs, executors and administrators only if such proceeding (or part thereof) was authorized by the capacities described above Board. The right to indemnification conferred in this Article VI shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the DGCL requires, the payment of such expenses incurred by a current, former or proposed director or officer in his or her capacity as a director or officer or proposed director or officer (and not in any other capacity. For capacity in which service was or is or has been agreed to be rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the avoidance final disposition of doubt and notwithstanding anything in a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnified person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified person is not entitled to be indemnified under this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)otherwise.

Right to Indemnification. Subject A director of the corporation shall not be personally liable to the limitations and conditions corporation or its shareholders for monetary damages for breach of fiduciary duty as provided a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 8.65 of the IBCA, or (iv) for any transaction from which the director derived an improper personal benefit. If the IBCA is amended to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of a director or the corporation shall be eliminated or limited to the full extent permitted under the IBCA, as so amended. Any repeal or modification of this Section 7.7Article 7, each Person Paragraph 1 by the shareholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification. The corporation shall indemnify any person who was or is made a party party, or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative investigative (other than an action by or in the nature of an alternative dispute resolution in lieu of any right of the foregoing (“Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, corporation) by reason of the fact that such Person, or a Person of which such Person is the legal representative, he is or was an Indemnitee ora director or officer of the corporation, in each caseor is or was serving at the request of the corporation as a director or officer of another corporation, a representative thereof shall be indemnified by the Partnership to the fullest extent permitted by applicable Lawpartnership, as the same exists joint venture, trust or may hereafter be amended (butother enterprise, in the case of any such amendment, only to the extent that such amendment permits the Partnership to provide broader indemnification rights than said Law permitted the Partnership to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including reasonable attorneys’ attorney's fees), judgments, fines and experts’ fees) amounts paid in settlement actually and reasonably incurred by such Person him in connection with such Proceedingaction, appealsuit or proceeding, inquiry if he acted in good faith and in a manner he reasonably believed to be in, or investigation (“Loss”)not opposed to be the best interests of the corporation, unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraudand, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken any criminal action or Proceedingsproceeding, appealshas no reasonable cause to believe his conduct was unlawful. The termination of any action, inquiries suit or investigations arising prior proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to be the best interests of the corporation, or, with respect to any amendmentcriminal action or proceeding, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 had reasonable cause to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)believe that his conduct was unlawful.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, each Person Each 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 threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing investigative (a “Proceedingproceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Personhe or she is or was a Director or officer of the Corporation or, while a Director or a Person officer of which such Person is the legal representativeCorporation, is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an Indemnitee oremployee benefit plan (an “indemnitee”), whether the basis of such proceeding is alleged action in each casean official capacity as a Director or officer or in any other capacity while serving as a Director or officer, a representative thereof shall be indemnified and held harmless by the Partnership Corporation to the fullest extent permitted authorized by applicable the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership Corporation to provide broader indemnification rights than said Law permitted the Partnership to provide prior to such amendment) thereto), against judgmentsall expense, penalties liability and loss (including excise and similar taxes and punitive damages)attorneys’ fees, judgments, fines, settlements excise taxes or penalties and reasonable expenses (including reasonable attorneys’ and experts’ feesamounts paid in settlement) actually reasonably incurred or suffered by such Person indemnitee in connection with therewith and such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 indemnification shall continue as to a Person an indemnitee who has ceased to serve in the capacity which initially entitled such Person be a Director, officer, employee or agent and shall inure to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8, shall be deemed contract rights, and no amendment, modification or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 3 of this ARTICLE VIII with respect to proceedings to enforce rights to indemnification, the capacities described above Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section 2 of this ARTICLE VIII shall be a contract right and shall include the obligation of the Corporation to pay the expenses incurred in defending any such proceeding in advance of its final disposition (an “advance of expenses”); provided, however, that, if and to the extent that the Delaware General Corporation Law requires, an advance of expenses incurred by an indemnitee in his or her capacity as a Director or officer (and not in any other capacity. For capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the avoidance Corporation of doubt and notwithstanding anything in an undertaking (an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 7.7 2 or otherwise. The Corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the contrary, nothing in this Agreement shall provide for any Corporation with the same or lesser scope and effect as the foregoing indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)Directors and officers.

Right to Indemnification. Subject to the limitations and conditions as provided in this Section 7.7, The Company shall indemnify each Person who was has been or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, investigative or arbitrative appellate (regardless of whether such action, suit or in proceeding is by or the nature of an alternative dispute resolution in lieu of any of the foregoing (“Proceeding”), Company or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by third parties) by reason of the fact that such Person, or a Person of which such Person is the legal representative, is or was an Indemnitee ora Member or Manager of the Company, or is or was serving at the request of the Company as a director, officer or in each case, a representative thereof shall be indemnified by the Partnership to the fullest extent permitted by applicable Law, as the same exists or may hereafter be amended (but, in the case any other comparable position of any Other Enterprise, such amendmentindemnity shall apply against all liabilities and expenses, only to the extent that such amendment permits the Partnership to provide broader indemnification rights than said Law permitted the Partnership to provide prior to such amendment) against including, without limitation, judgments, penalties (including excise and similar taxes and punitive damages)amounts paid in settlement, fines, settlements and reasonable expenses (including reasonable attorneys’ fees, ERISA excise taxes or penalties, fines and experts’ fees) other expenses, actually and reasonably incurred by such Person in connection with any such Proceedingaction, appealsuit or proceeding (including, inquiry without limitation, the investigation, defense, settlement or investigation (“Loss”appeal of any such action, suit or proceeding); provided, unless (a) such Loss however, that the Company shall have been finally determined by a court not be required to indemnify or advance expenses to any Person from or on account of competent jurisdiction to have resulted from such Person’s fraudconduct that was finally adjudged to have been knowingly fraudulent, deliberately dishonest, or willful misconduct ormisconduct; provided further that the Company shall not be required to indemnify or advance expenses to any Person in connection with an action, suit or proceeding initiated by such Person unless the initiation of such action, suit or proceeding was authorized in advance by the case Members of the Company; provided further that a Member shall be indemnified hereunder only for those actions taken or omitted to be taken by such Member in connection with the management of the business and affairs of the Company. The provisions of this Article V are not intended to extend indemnification to any PartnerMember for any actions taken or omitted to be taken by such Member in any other connection, willful breach including, but not limited to, any obligation of such member undertaken in this Agreement. Indemnification The termination of any action, suit or proceeding by judgment, order, settlement, conviction or under this Section 7.7 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 7.7, including the rights to advancement granted under Section 7.8plea of nolo contendere or its equivalent, shall be deemed contract rightsnot, in and no amendmentof itself, modification create a presumption that such Person’s conduct was finally adjudged to have been knowingly fraudulent, deliberately dishonest or repeal of this Section 7.7 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Section 7.7 to the contrary, nothing in this Agreement shall provide for any indemnification of any Partner or any legal representative thereof in respect of any Proceeding by any other Partner against such Partner for breach of this Agreement or any Affiliate Contract (as defined in the GP LLC Agreement)willful misconduct.