Common use of Right to Indemnification Clause in Contracts

Right to Indemnification. The Partnership shall indemnify each Person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is by or in the right of the Partnership or by third parties), by reason of the fact that such Person is or was a Partner, GP Representative, trustee of a Partner, direct or indirect officer or employee of the Partnership or organizer of the Partnership, against all liabilities and expenses, including, without limitation, judgments, amounts paid in settlement, attorneys’ fees, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, fines and other expenses, actually and reasonably incurred by such Person in connection with such action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding); provided, however, that the Partnership shall not be required to indemnify or advance expenses to any Person from or on account of such Person’s conduct that is finally adjudged to have been knowingly fraudulent, deliberately dishonest or grossly negligent, or to have involved willful misconduct; provided, further, that the Partnership 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 Partnership; and provided, finally, that a Person shall be indemnified hereunder only for those actions taken or omitted to be taken by such Person in connection with the discharge of such Person’s obligations for the organization of the Partnership or the management of the business and affairs of the Partnership and that the provisions of this Section 5.7 are not intended to extend indemnification to any Partner or other Person for any obligations of such Partner or other Person undertaken in this Agreement.

Right to Indemnification. The Partnership shall indemnify Subject to the limitations and conditions as provided in this ARTICLE V, each Person who has been 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, arbitrative or investigative or appellate (regardless of whether such action, suit or proceeding is by or in the right of the Partnership or by third partieshereinafter a “Proceeding”), by reason of the fact that such Person he or she is or was a Partner, GP Representative, trustee of a Partner, direct Member or indirect officer or employee of the Partnership Company or organizer while a Member or officer of the PartnershipCompany is or was serving at the request of the Company as a director, officer, 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 Company to the fullest extent permitted by the Act, as the same exists or may hereafter be amended, against all liabilities expense, liability and expenses, including, without limitationloss (including attorney’s fees, judgments, amounts paid in settlement, attorneys’ feesfines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, fines and other expenses, actually and amounts paid in settlement) reasonably incurred or suffered by such Person in connection with such actionProceeding; provided that such Person acted in good faith and in a manner such Person reasonably believed to be in, suit or proceeding (including, without limitationnot opposed to, the investigationbest interests of the Company, defenseand indemnification under this ARTICLE V shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. If the Company elects to provide indemnification hereunder, settlement such rights granted pursuant to this ARTICLE V shall be a contract right, and no amendment, modification or appeal repeal of this ARTICLE V shall adversely affect such rights of any Member or officer in respect of any act, omission or condition existing or event or circumstance occurring prior to the time of such actionamendment, suit repeal or proceeding); provided, however, modification. It is expressly acknowledged that the Partnership shall not be required to indemnify or advance expenses to any Person from or on account of such Person’s conduct that is finally adjudged to have been knowingly fraudulent, deliberately dishonest or grossly negligent, or to have involved willful misconduct; provided, further, that the Partnership 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 Partnership; and provided, finally, that a Person shall be indemnified hereunder only for those actions taken or omitted to be taken by such Person in connection with the discharge of such Person’s obligations for the organization of the Partnership or the management of the business and affairs of the Partnership and that the provisions of this Section 5.7 are not intended to extend indemnification to any Partner or other Person for any obligations of such Partner or other Person undertaken provided in this AgreementARTICLE V could involve indemnification for negligence or under theories of strict liability.

Right to Indemnification. The Partnership shall Company will indemnify each Person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is by or in the right of the Partnership Company or by third parties), ) by reason of the fact that such Person is or was a PartnerMember of the Company, GP Representativeor is or was serving at the request of the Company as a director, trustee of a Partner, direct or indirect officer or employee in any other comparable position of the Partnership or organizer of the Partnership, any Other Enterprise against all liabilities and expenses, including, without limitation, judgments, amounts paid in settlement, attorneys’ fees, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amendedpenalties, fines and other expenses, actually and reasonably incurred by such Person in connection with such action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding); provided, however, that the Partnership shall Company is not be required to indemnify or advance expenses to any Person from or on account of such Person’s conduct that is was finally adjudged to have been knowingly fraudulent, deliberately dishonest or grossly negligent, or to have involved willful misconduct; provided, further, that the Partnership shall Company is 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 PartnershipMember; and provided, finallyfurther, that a Person shall Member will be indemnified hereunder only for those actions taken or omitted to be taken by such Person Member in connection with the discharge of such Person’s obligations for the organization of the Partnership or the management of the business and affairs of the Partnership Company or any Other Enterprise and that the provisions of this Section 5.7 5.3 are not intended to extend indemnification to any Partner or other Person the Member for any obligations actions taken or omitted to be taken by the Member in any other connection, including, but not limited to, any other express obligation of such Partner or other Person the Member undertaken in this Agreement. The termination of any action, suit or 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 have been knowingly fraudulent, deliberately dishonest or willful misconduct.

Right to Indemnification. The Partnership shall indemnify each Person Each person who has been or is a party was, or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any threatened, pending actual or completed threatened action, suit suit, or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is by or in the right of the Partnership or by third parties)investigative, by reason of the fact that such Person he or she is or was a PartnerGoverning Committee Member, GP Representative, trustee of a Partner, direct or indirect officer Implementation Board Member or employee of the Partnership Authority, whether the basis of such proceeding is alleged action in an official capacity as a director, trustee, officer, employee, or organizer of agent, or in any other capacity, shall be indemnified and held harmless by the PartnershipAuthority to the full extent permitted by applicable law as then in effect, against all liabilities expense, liability and expenses, including, without limitation, judgments, amounts paid in settlement, loss (including attorneys’ fees, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amendedjudgments, fines and other expenses, amounts to be paid in settlement) actually and reasonably incurred or suffered by such Person person in connection therewith, and such indemnification shall continue as to a person who has ceased to be in such position and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in this Section 3 of Article VIII, with respect to proceedings seeking to enforce rights to indemnification, the Authority shall indemnify any such person seeking indemnification in connection with such action, suit or a proceeding (includingor part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Implementation Board; provided, without limitationfurther, the investigation, defense, settlement or appeal right to indemnification conferred in this Section 3 of Article VIII shall be a contract right and shall include the right to be paid by the Authority the expenses incurred in defending any such action, suit or proceeding)proceeding in advance of its final disposition; provided, however, that the Partnership payment of such expenses in advance of the final disposition of a proceedings shall not be required made only upon delivery to indemnify or advance expenses to any Person from the Authority of an undertaking, by or on account behalf of such Person’s conduct person, to repay all amounts so advanced if it shall ultimately be determined that such person is finally adjudged not entitled to have been knowingly fraudulent, deliberately dishonest be indemnified under this Section 3 of Article VIII or grossly negligent, or to have involved willful misconduct; providedotherwise. Provided, further, that the Partnership shall foregoing indemnity may not be required to indemnify or advance expenses apply, at the discretion of the Authority, to any Person in connection with an action, suit person from or proceeding initiated by such Person unless the initiation of such action, suit or proceeding was authorized in advance by the Partnership; and provided, finally, that a Person shall be indemnified hereunder only for those actions taken or omitted to be taken by such Person in connection with the discharge of such Person’s obligations for the organization of the Partnership or the management of the business and affairs of the Partnership and that the provisions of this Section 5.7 are not intended to extend indemnification to any Partner or other Person for any obligations of such Partner or other Person undertaken in this Agreement.on account of:

Right to Indemnification. The Partnership Company shall indemnify each Person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is by or in the right of the Partnership Company or by third parties), ) by reason of the fact that such Person is or was a PartnerMember of the Company, GP Representativeor is or was serving at the request of the Company as a director, trustee of a Partner, direct or indirect officer or employee in any other comparable position of the Partnership or organizer of the Partnership, any Other Enterprise against all liabilities and expenses, including, without limitation, judgments, amounts paid in settlement, attorneys’ fees, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amendedpenalties, fines and other expenses, actually and reasonably incurred by such Person in connection with such action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding); provided, however, that the Partnership Company shall not be required to indemnify or advance expenses to any Person from or on account of such Person’s conduct that is was finally adjudged to have been knowingly fraudulent, deliberately dishonest or grossly negligent, or to have involved willful misconduct; provided, further, that the Partnership 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 PartnershipMember; and provided, finallyfurther, that a Person Member shall be indemnified hereunder only for those actions taken or omitted to be taken by such Person Member in connection with the discharge of such Person’s obligations for the organization of the Partnership or the management of the business and affairs of the Partnership Company or any Other Enterprise and that the provisions of this Section 5.7 5.3 are not intended to extend indemnification to any Partner or other Person the Member for any obligations actions taken or omitted to be taken by the Member in any other connection, including, but not limited to, any other express obligation of such Partner or other Person the Member undertaken in this Agreement. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or 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 have been knowingly fraudulent, deliberately dishonest or willful misconduct.

Right to Indemnification. The Partnership shall indemnify Subject to the limitations and conditions as provided in this ARTICLE VIII, each Person who has been 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, investigative administrative or appellate (regardless of whether such action, suit or proceeding is by arbitrative or in the right nature of an alternative dispute resolution in lieu of any of the Partnership foregoing (“Proceeding”), or by third parties)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 PartnerMember, GP Representativea Director or Officer or, trustee in each case, a representative thereof shall be indemnified by the Company to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended (but, in the case of a Partnerany such amendment, direct or indirect officer or employee of only to the Partnership or organizer of extent that such amendment permits the PartnershipCompany to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, against all liabilities penalties (including excise and expensessimilar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, judgments, amounts paid in settlement, reasonable attorneys’ and experts’ fees, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, fines and other expenses, ) actually and reasonably incurred by such Person in connection with such actionProceeding, suit appeal, inquiry or proceeding investigation (including“Loss”), without limitation, the investigation, defense, settlement or appeal unless (a) such Loss shall have been finally determined by a court of such action, suit or proceeding); provided, however, that the Partnership shall not be required competent jurisdiction to indemnify or advance expenses to any Person have resulted from or on account of such Person’s conduct that is fraud, intentional misconduct or, in the case of the Sole Member, willful breach of this Agreement 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 adjudged determined by a court of competent jurisdiction to have been knowingly fraudulent, deliberately dishonest resulted from such Person’s failure to act in good faith and in a manner reasonably believed to be in or grossly negligentnot opposed to the best interests of the Company or other failure to comply with such Officer’s duties pursuant to Section 5.6(d), or such Officer had reasonable cause to have involved willful misconduct; provided, further, that believe his or her conduct was unlawful. Indemnification under this ARTICLE VIII shall continue as to a Person who has ceased to serve in the Partnership shall not be required to indemnify or advance expenses to any Person in connection with an action, suit or proceeding initiated by capacity which initially entitled such Person unless to indemnity hereunder. The rights granted pursuant to this ARTICLE VIII, including the initiation of such actionrights to advancement granted under Section 8.3, suit or proceeding was authorized in advance by the Partnership; and provided, finally, that a Person shall be indemnified hereunder only for those deemed contract rights, and no amendment, modification or repeal of this ARTICLE VIII shall have the effect of limiting or denying any such rights with respect to actions taken or omitted Proceedings, appeals, inquiries or investigations arising prior to be taken by such Person in connection with the discharge of such Person’s obligations any amendment, modification or repeal. The foregoing indemnification is for the organization benefit of the Persons identified above acting in the capacities described above and not in any other capacity. The Persons identified above must first seek recovery under any other indemnity or any insurance policies provided by or for the benefit of the Partnership or its Subsidiaries or Minority Subsidiaries (or their respective directors, officers, employees, agents or representatives) by which such Persons are indemnified or covered, as the management case may be, but only to the extent that the indemnitor with respect to such indemnity or the insurer with respect to such insurance policy provides (or acknowledges its obligation to provide) such indemnity or coverage on a timely basis, as the case may be. In the event of indemnification under this ARTICLE VIII, the Company shall be subrogated to the extent of such payment to all of the business and affairs rights of recovery of the Partnership Persons identified above, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the provisions of this Section 5.7 are not intended to extend indemnification to any Partner or other Person for any obligations execution of such Partner or other Person undertaken in this Agreementdocuments necessary to enable the Company effectively to bring suit to enforce such rights.

Right to Indemnification. The Partnership shall indemnify each Person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is by or in the right of the Partnership or by third parties), by reason of the fact that such Person is or was a Partner, GP Representative, trustee direct or indirect shareholder of a Partner, direct or indirect officer director, officer, or employee of the Partnership or a Partner, or organizer of the Partnership, against all liabilities and expenses, including, without limitation, judgments, amounts paid in settlement, attorneys’ ' fees, ERISA excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amendedpenalties, fines and other expenses, actually and reasonably incurred by such Person in connection with such action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding); provided, however, that the Partnership shall not be required to indemnify or advance expenses to any Person person from or on account of such Person’s 's conduct that is finally adjudged to have been knowingly fraudulent, deliberately dishonest or dishonest, grossly negligent, or to have involved willful misconduct; provided, further, that the Partnership 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 Partnership; and provided, finally, that a Person shall be indemnified hereunder only for those actions taken or omitted to be taken by such Person in connection with the discharge of such Person’s 's obligations for the organization of the Partnership or the management of the business and affairs of the Partnership and that the provisions of this Section 5.7 are not intended to extend indemnification to any Partner or other Person for any obligations of such Partner or other Person undertaken in this Partnership Agreement. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or 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 have been knowingly fraudulent, deliberately dishonest, grossly negligent, or willful misconduct.

Right to Indemnification. The Partnership shall indemnify (i) Subject to the limitations and conditions as provided in this Section 17, each of (A) any Person who has been 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 express 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 (each, an “Indemnitee”), in each case, 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, administrativeadministrative or arbitrative (hereinafter a “Proceeding”), investigative or appellate (regardless of whether any appeal in such action, suit a Proceeding or proceeding is by any inquiry or in the right of the Partnership or by third parties)investigation that could lead to such a Proceeding, by reason of the fact that such he or she, or a Person of whom he or she is the legal representative, is or was a PartnerMember or an Indemnitee (including, GP Representativefor the avoidance of doubt, trustee of a Partnerthe role or position that qualified such Person to be an Indemnitee), direct shall be indemnified by the Company to the fullest extent permitted by the Act, as the same exists or indirect officer or employee of may hereafter be amended, but subject to the Partnership or organizer of the Partnershiplimitations expressly provided in this Agreement, against all liabilities and expenses, including, without limitation, judgments, amounts paid in settlementpenalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including attorneys’ fees, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, fines and other expenses, ) actually and reasonably incurred by such Person Indemnitee in connection with such actionProceeding, suit or proceeding (including, without limitation, and indemnification under this Section 17 shall continue as to a Person who has ceased to serve in the investigation, defense, settlement or appeal of capacity which initially entitled such action, suit or proceeding)Indemnitee to indemnity hereunder; provided, howeverthat, that except to the Partnership shall not be required extent such Indemnitee is entitled to indemnify or advance expenses receives exculpation pursuant to any Person from or on account of such Person’s conduct that is finally adjudged to have been knowingly fraudulentSection 17(a), deliberately dishonest or grossly negligent, or to have involved willful misconduct; provided, further, that the Partnership 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 Partnership; and provided, finally, that a Person no Indemnitee shall be indemnified hereunder only 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) or Manager’s (other than any Specified Manager) breach of fiduciary duties (other than those waived by this Agreement), (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 17 shall be deemed contract rights, and no amendment, modification or repeal of this Section 17 shall have the effect of limiting or denying any such rights with respect to actions taken or omitted Proceedings arising prior to be taken by such Person in connection with the discharge of such Person’s obligations for the organization of the Partnership any amendment, modification or the management of the business and affairs of the Partnership and repeal. It is expressly acknowledged that the provisions of indemnification provided in this Section 5.7 are not intended to extend 17 could involve indemnification to any Partner for negligence or other Person for any obligations under theories of such Partner or other Person undertaken in this Agreementstrict liability.

Right to Indemnification. The Partnership Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, each Stockholder, its Affiliates and its 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 has been or is a party or is threatened to be made a party to controls any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is by or in them within the right meaning of Section 15 of the Partnership 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 third parties)any such Covered Person based upon, relating to, arising out of, or by reason of the fact that any third party or governmental claims relating to such Person is Covered Person’s status as a stockholder or was a Partner, GP Representative, trustee of a Partner, direct or indirect officer or employee controlling person of the Partnership Company (including any and all losses, claims, damages or organizer 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 PartnershipCompany or to any fiduciary obligation owed with respect thereto), against all liabilities and expenses, including, without limitation, judgments, amounts paid in settlement, attorneys’ fees, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, fines and other expenses, actually and reasonably incurred by such Person including in connection with such action, suit any third party or proceeding (including, without limitation, the investigation, defense, settlement governmental action or appeal of such action, suit or proceeding); provided, however, that the Partnership shall not be required to indemnify or advance expenses claim relating to any Person from or on account of such Person’s conduct that is finally adjudged to have been knowingly fraudulent, deliberately dishonest or grossly negligent, or to have involved willful misconduct; provided, further, that the Partnership 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 Partnership; and provided, finally, that a Person shall be indemnified hereunder only for those actions 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 5.3, the Corporation shall be required to indemnify a Covered Person in connection with a Claim (or part thereof) commenced by such Covered Person only if the discharge commencement of such Person’s obligations for Claim (or part thereof) by the organization Covered Person was authorized by the Board of the Partnership or the management of the business and affairs of the Partnership and that the provisions of this Section 5.7 are not intended to extend indemnification to any Partner or other Person for any obligations of such Partner or other Person undertaken in this AgreementDirectors.

Right to Indemnification. The Partnership shall In the event that the Company registers any of the Registrable Shares under the Securities Act, each Holder of the Registrable Shares so registered will indemnify and hold harmless the Company, each Person of its directors, each of its officers who has been have signed or is otherwise participated in the preparation of the registration statement, and each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such of the shares may be sold) (collectively, the "Company Indemnified Parties") from and against any and all losses, claims, damages, expenses or liabilities, individually and not jointly and severally, to which such Holder may become subject under the Securities Act, applicable state securities laws or under any other statute or at common law or otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or controlling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a party material fact contained in the registration statement, in any preliminary or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is by amended preliminary prospectus or in the right final prospectus (or in the registration statement or prospectus as from time to time amended or supplemented) or arise out of or are based upon the Partnership omission or by third parties)alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, by reason of but only insofar as any such statement or omission was made in reliance upon and in conformity with information furnished in writing to the fact that such Person is or was a Partner, GP Representative, trustee of a Partner, direct or indirect officer or employee of the Partnership or organizer of the Partnership, against all liabilities and expenses, including, without limitation, judgments, amounts paid Company in settlement, attorneys’ fees, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, fines and other expenses, actually and reasonably incurred connection therewith by such Person in connection with such action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding)Holder expressly for use therein; provided, however, that such Holder's obligations hereunder shall be limited to an amount equal to the Partnership shall not be required to indemnify or advance expenses to any Person from or on account of such Person’s conduct that is finally adjudged to have been knowingly fraudulent, deliberately dishonest or grossly negligent, or to have involved willful misconduct; provided, further, that the Partnership shall not be required to indemnify or advance expenses to any Person in connection with an action, suit or proceeding initiated proceeds received by such Person unless the initiation of Holder from Registrable Shares sold in such action, suit or proceeding was authorized in advance by the Partnership; and provided, finally, that a Person shall be indemnified hereunder only for those actions taken or omitted to be taken by such Person in connection with the discharge of such Person’s obligations for the organization of the Partnership or the management of the business and affairs of the Partnership and that the provisions of this Section 5.7 are not intended to extend indemnification to any Partner or other Person for any obligations of such Partner or other Person undertaken in this Agreementregistration.

Right to Indemnification. The Partnership shall In the event that FIC registers any of the Registrable Shares under the Securities Act, each Holder of the Registrable Shares so registered will indemnify and hold harmless FIC and Purchaser, each Person of their directors, each of their officers who has been have signed or is otherwise participated in the preparation of the registration statement, and each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such of the shares may be sold) from and against any and all losses, claims, damages, expenses or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, applicable state securities laws or under any other statute or at common law or otherwise, and, except as hereinafter provided, will reimburse FIC or Purchaser and each such director, officer, underwriter or controlling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a party material fact contained in the registration statement, in any preliminary or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is by amended preliminary prospectus or in the right final prospectus (or in the registration statement or prospectus as from time to time amended or supplemented) or arise out of or are based upon the Partnership omission or by third parties)alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, by reason of the fact that but only insofar as any such Person is statement or omission was a Partner, GP Representative, trustee of a Partner, direct or indirect officer or employee of the Partnership or organizer of the Partnership, against all liabilities made in reliance upon and expenses, including, without limitation, judgments, amounts paid in settlement, attorneys’ fees, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, fines and other expenses, actually and reasonably incurred conformity with information furnished in writing to FIC in connection therewith by such Person in connection with such action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding)Holder expressly for use therein; provided, however, that such Holder's obligations hereunder shall be limited to an amount equal to the Partnership shall not be required to indemnify or advance expenses to any Person from or on account of such Person’s conduct that is finally adjudged to have been knowingly fraudulent, deliberately dishonest or grossly negligent, or to have involved willful misconduct; provided, further, that the Partnership shall not be required to indemnify or advance expenses to any Person in connection with an action, suit or proceeding initiated proceeds received by such Person unless the initiation of Holder from Registrable Shares sold in such action, suit or proceeding was authorized in advance by the Partnership; and provided, finally, that a Person shall be indemnified hereunder only for those actions taken or omitted to be taken by such Person in connection with the discharge of such Person’s obligations for the organization of the Partnership or the management of the business and affairs of the Partnership and that the provisions of this Section 5.7 are not intended to extend indemnification to any Partner or other Person for any obligations of such Partner or other Person undertaken in this Agreementregistration.

Right to Indemnification. The Partnership shall indemnify Subject to the limitations and conditions as provided in this Article VIII, each Person who has been 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, investigative administrative or appellate (regardless of whether such action, suit or proceeding is by arbitrative or in the right nature of an alternative dispute resolution in lieu of any of the Partnership foregoing (“Proceeding”), or by third parties)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 PartnerMember, GP Representativea Director or Officer or, trustee in each case, a representative thereof (each, an “Indemnified Person”) shall be indemnified by the Company to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended (but, in the case of a Partnerany such amendment, direct or indirect officer or employee of only to the Partnership or organizer of extent that such amendment permits the PartnershipCompany to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, against all liabilities penalties (including excise and expensessimilar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, judgments, amounts paid in settlement, reasonable attorneys’ and experts’ fees, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, fines and other expenses, ) actually and reasonably incurred by such Person in connection with such actionProceeding, suit appeal, inquiry or proceeding investigation (including“Loss”), without limitation, the investigation, defense, settlement or appeal unless (a) such Loss shall have been finally determined by a court of such action, suit or proceeding); provided, however, that the Partnership shall not be required competent jurisdiction to indemnify or advance expenses to any Person have resulted from or on account of such Person’s conduct that is fraud, intentional misconduct or, in the case of any Member, willful breach of this Agreement 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 adjudged determined by a court of competent jurisdiction to have been knowingly fraudulent, deliberately dishonest resulted from such Person’s failure to act in good faith and in a manner reasonably believed to be in or grossly negligentnot opposed to the best interests of the Company or other failure to comply with such Officer’s duties pursuant to Section 5.6, or such Officer had reasonable cause to have involved willful misconduct; provided, further, that believe his or her conduct was unlawful. Indemnification under this Article VIII shall continue as to a Person who has ceased to serve in the Partnership shall not be required to indemnify or advance expenses to any Person in connection with an action, suit or proceeding initiated by capacity which initially entitled such Person unless to indemnity hereunder. The rights granted pursuant to this Article VIII, including the initiation of such actionrights to advancement granted under Section 8.3, suit or proceeding was authorized in advance by the Partnership; and provided, finally, that a Person shall be indemnified hereunder only for those deemed contract rights, and no amendment, modification or repeal of this Article VIII shall have the effect of limiting or denying any such rights with respect to actions taken or omitted Proceedings, appeals, inquiries or investigations arising prior to be taken by such Person in connection with the discharge of such Person’s obligations any amendment, modification or repeal. The foregoing indemnification is for the organization benefit of the Partnership or Persons identified above acting in the management capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Article VIII to the business and affairs of the Partnership and that the provisions of contrary, nothing in this Section 5.7 are not intended to extend indemnification to any Partner or other Person Agreement shall provide for any obligations indemnification of any Member or any legal representative thereof in respect of any Proceeding by any other Member against such Partner or other Person undertaken in Member for breach of this Agreement.

Right to Indemnification. The Partnership shall Company will indemnify each Person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is by or in the right of the Partnership Company or by third parties), ) by reason of the fact that such Person is or was a PartnerMember of the Company, GP Representativeor is or was serving at the request of the Company as a director, trustee of a Partner, direct or indirect officer or employee in any other comparable position of the Partnership or organizer of the Partnership, any Other Enterprise against all liabilities and expenses, including, without limitation, including judgments, amounts paid in settlement, attorneys’ ' fees, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amendedpenalties, fines and other expenses, actually and reasonably incurred by such Person in connection with such action, suit or proceeding (including, without limitation, including the investigation, defense, settlement or appeal of such action, suit or proceeding); provided, however, that the Partnership shall Company is not be required to indemnify or advance expenses to any Person from or on account of such Person’s 's conduct that is was finally adjudged to have been knowingly fraudulent, deliberately dishonest or grossly negligent, or to have involved willful misconduct; provided, further, that the Partnership shall Company is 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 PartnershipMember; and provided, finallyfurther, that a Person shall Member will be indemnified hereunder only for those actions taken or omitted to be taken by such Person Member in connection with the discharge of such Person’s obligations for the organization of the Partnership or the management of the business and affairs of the Partnership Company or any Other Enterprise and that the provisions of this Section 5.7 5.3 are not intended to extend indemnification to any Partner or other Person the Member for any obligations actions taken or omitted to be taken by the Member in any other connection, including any other express obligation of such Partner or other Person the Member undertaken in this Agreement. The termination of any action, suit or 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 have been knowingly fraudulent, deliberately dishonest or willful misconduct.

Right to Indemnification. The Partnership Company shall indemnify each Person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is by or in the right of the Partnership Company or by third parties), ) by reason of the fact that such Person is or was a PartnerMember of the Company, GP Representativeor is or was serving at the request of the Company as a director, trustee of a Partner, direct or indirect officer or employee in any other comparable position of the Partnership or organizer of the Partnership, any Other Enterprise against all liabilities and expenses, including, without limitation, judgments, amounts paid in settlement, attorneys’ fees, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amendedpenalties, fines and other expenses, actually and reasonably incurred by such Person in connection with such action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding); provided, however, that the Partnership shall Company may not be required to indemnify or advance expenses to any Person from or on account of such Person’s conduct if a judgment or other final adjudication adverse to such Person establishes (i) that is finally adjudged such Person’s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to have been the cause of action so adjudicated; (ii) that such Person’s conduct was knowingly fraudulent, deliberately dishonest or grossly negligent, or to have involved willful misconduct; or (iii); that such Person personally gained in fact a financial profit or other advantage to which such Person was not legally entitled; provided, further, that the Partnership 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 PartnershipMember; and provided, finallyfurther, that a Person Member shall be indemnified hereunder only for those actions taken or omitted to be taken by such Person Member in connection with the discharge of such Person’s obligations for the organization of the Partnership or the management of the business and affairs of the Partnership Company or any Other Enterprise and that the provisions of this Section 5.7 5.3 are not intended to extend indemnification to any Partner or other Person the Member for any obligations actions taken or omitted to be taken by the Member in any other connection, including, but not limited to, any other express obligation of such Partner or other Person the Member undertaken in this Agreement. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or 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 have been knowingly fraudulent, deliberately dishonest or willful misconduct.

Right to Indemnification. The Partnership To the maximum extent permitted by law, the Company shall indemnify and hold harmless all Members and Managers, their respective Affiliates, and the employees and agents of the Company (each Person who has been an "Indemnified Party") from and against any and all losses, claims, demands, costs, damages, liabilities, expenses (including reasonable attorneys' fees), judgments, fines, settlements, penalties and other expenses actually and reasonably incurred by an Indemnified Party in connection with any and all claims, demands, actions, suits or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedingProceedings, whether civil, criminal, administrativeadministrative or investigative in which the Indemnified Party may be involved or threatened to be involved, investigative as a party or appellate (regardless otherwise, arising out of whether such action, suit or proceeding is by or in incidental to the right business of the Partnership Company or by third parties), by reason of the fact that such Person the Indemnified Party is or was a PartnerMember, GP RepresentativeManager, trustee agent, employee or an Affiliate of a PartnerMember. Provided, direct however, the Indemnified Party shall only be entitled to indemnification if (a) the Indemnified Party's conduct did not constitute willful misconduct or indirect officer gross negligence; (b) the action is not based on breach of this Operating Agreement; (c) the Indemnified Party acted in good faith and in a manner such Person reasonably believed to be in or employee not opposed to the best interests of the Partnership or organizer Company and within the Indemnified Party's authority; (d) the conduct of the PartnershipIndemnified Party was not a conflict of interest as defined by section 6.4 of the Operating Agreement; and (e) with respect to a criminal action or proceeding, against all liabilities and expenses, including, without limitation, judgments, amounts paid in settlement, attorneys’ fees, excise taxes or penalties under the Employee Retirement Income Security Act Indemnified Party had no reasonable cause to believe his conduct was unlawful. The termination of 1974, as amended, fines and other expenses, actually and reasonably incurred by such Person in connection with such any action, suit or proceeding (includingby judgment, without limitationorder, the investigationsettlement, defenseconviction or upon a plea of nolo contendere or its equivalent shall not, settlement in and of itself, create a presumption or appeal of such action, suit or proceeding); provided, however, otherwise constitute evidence that the Partnership Indemnified Party acted in a manner which would void this indemnification right. The indemnification rights and obligations of this section shall not be required to indemnify or advance expenses to any Person from or on account of such Person’s conduct that is finally adjudged to have been knowingly fraudulent, deliberately dishonest or grossly negligent, or to have involved willful misconduct; provided, further, that apply in the Partnership 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 Partnership; and provided, finally, that a Person shall be indemnified hereunder only for those actions taken or omitted to be taken by such Person in connection with the discharge of such Person’s obligations for the organization event of the Partnership negligence, either sole or the management concurrent, active or passive, of the business and affairs of the Partnership and that the provisions of Indemnified Party, if not otherwise prohibited or voided by this Section 5.7 are not intended to extend indemnification to any Partner or other Person for any obligations of such Partner or other Person undertaken in this Agreementsection.

Right to Indemnification. The Partnership shall To the fullest extent permitted by applicable law, the Company will indemnify and hold harmless each Person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is by or in the right director and officer of the Partnership or by third parties)Company and each Purchaser and each of such Purchasers' respective current and former officers, by reason directors, employees, partners and affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) (collectively, the fact that such Person is or was a Partner"Indemnified Parties") from and against any and all losses, GP Representativeclaims, trustee of a Partnerdamages, direct or indirect officer or employee of the Partnership or organizer of the Partnershipobligations, against all liabilities and expensesassessments, including, without limitationpenalties, judgments, amounts paid awards or liabilities (or any action in settlementrespect thereof), attorneys’ feesjoint or several, excise taxes (collectively "Damages") insofar as such as Damages arise out of or penalties under the Employee Retirement Income Security Act of 1974, as amended, fines and other expenses, actually and reasonably incurred by such Person in connection with such action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding); provided, however, that the Partnership shall not be required to indemnify or advance expenses to any Person from or on account of such Person’s conduct that is finally adjudged to have been knowingly fraudulent, deliberately dishonest or grossly negligent, or to have involved willful misconduct; provided, further, that the Partnership 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 Partnership; and provided, finally, that a Person shall be indemnified hereunder only for those actions taken or omitted to be taken by such Person in connection with the discharge of such Person’s obligations for transactions contemplated by the organization Transaction Agreements or the Restructuring (other than any Damages arising from or in connection with a breach of the Partnership or the management representations of the business and affairs of the Partnership and that the provisions Purchaser related to such Indemnified Party as set forth in Section 4 of this Section 5.7 Agreement), and the Company shall promptly reimburse the Indemnified Parties for any legal and other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating or defending any such Damage or actions or claims whether or not intended to extend resulting in any Damage. These indemnification provisions shall be in addition to any Partner or other Person liability which the Company may otherwise have to an Indemnified Party. The Company shall not be liable for any obligations settlement of such Partner any claim or other Person undertaken action against an Indemnified Party which is made without the Company's written consent, which consent shall not be unreasonably withheld. The Company shall not, without the prior written consent of an Indemnified Party, which consent shall not be unreasonably withheld, settle or compromise any claim or action in this Agreementrespect of which indemnification may be sought hereunder.

Right to Indemnification. The Partnership shall indemnify each Person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is by or in the right of the Partnership or by third parties), by reason of the fact that such Person is or was a Partner, GP Representative, trustee of a Partner, direct or indirect officer or employee of the Partnership or organizer of the Partnership, against all liabilities and expenses, including, without limitation, judgments, amounts paid in settlement, attorneys’ fees, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, fines and other expenses, actually and reasonably incurred by such Person in connection with such action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding); provided, however, that the Partnership shall not be required to indemnify or advance expenses to any Person from or on account of such Person’s conduct that is finally adjudged to have been knowingly fraudulent, deliberately dishonest or grossly negligent, or to have involved willful misconduct; provided, further, that the Partnership 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 Partnership; and provided, finally, that a Person shall be indemnified hereunder only for those actions taken or omitted to be taken by such Person in connection with the discharge of such Person’s obligations for the organization of the Partnership or the management of the business and affairs of the Partnership and that the provisions of this Section 5.7 are not intended to extend indemnification to any Partner or other Person for any obligations of such Partner or other Person undertaken in this Agreement.

Right to Indemnification. The Partnership shall indemnify each Person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is by or in the right of the Partnership or by third parties), by reason of the fact that such Person is or was a Partner, GP Representative, trustee of a Partner, direct or indirect officer or employee of the Partnership or organizer of the Partnership, against all liabilities and expenses, including, without limitation, judgments, amounts paid in settlement, attorneys’ ' fees, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, fines and other expenses, actually and reasonably incurred by such Person in connection with such action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding); provided, however, that the Partnership shall not be required to indemnify or advance expenses to any Person from or on account of such Person’s 's conduct that is finally adjudged to have been knowingly fraudulent, deliberately dishonest or grossly negligent, or to have involved willful misconduct; provided, further, that the Partnership 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 Partnership; and provided, finally, that a Person shall be indemnified hereunder only for those actions taken or omitted to be taken by such Person in connection with the discharge of such Person’s 's obligations for the organization of the Partnership or the management of the business and affairs of the Partnership and that the provisions of this Section 5.7 are not intended to extend indemnification to any Partner or other Person for any obligations of such Partner or other Person undertaken in this Agreement.

Right to Indemnification. The Partnership shall indemnify Subject to the limitations and conditions provided in this Article XI, each Person who has been 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, arbitrative or investigative (hereinafter a “Proceeding”), or appellate (regardless of whether any appeal in such action, suit a Proceeding or proceeding is by any inquiry or in the right of the Partnership or by third parties)investigation that could lead to such a Proceeding, by reason of the fact that such he/she/it, or a Person of whom he/she/it is the legal representative, is or was a PartnerManager, GP Representative, trustee of a Partner, direct Officer or indirect officer or employee Principal of the Partnership Company, shall be indemnified by the Company to the fullest extent permitted by the Act or organizer of the Partnershipany other applicable law or judicial ruling against judgments, against all liabilities penalties (including excise and expensessimilar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, judgments, amounts paid in settlement, costs of suit and attorneys’ fees, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, fines and other expenses, ) actually and reasonably incurred by such Person in connection with such actionProceeding, suit and indemnification under this Article XI 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 Article XI shall be deemed contract rights, and no amendment, modification or proceeding (includingrepeal of this Article XI shall have the effect of limiting or denying such rights with respect to causes of action accrued, without limitationactions taken or Proceedings arising prior to any such amendment, modification, or repeal. It is expressly acknowledged that the investigation, defense, settlement indemnification provided in this Article XI could involve indemnification for negligence or appeal under theories of such action, suit or proceeding)strict liability; provided, however, that notwithstanding any other provision of this Agreement to the Partnership contrary, a Person shall not be required to indemnify or advance indemnified by the Company against any judgments, penalties, fines, settlements and expenses to any incurred by such Person from or on account of such Person’s conduct that is finally adjudged to have been knowingly fraudulent, deliberately dishonest or grossly negligent, or to have involved willful misconduct; provided, further, that the Partnership shall not be required to indemnify or advance expenses to any Person which arise in connection with an actionany Proceeding if such Proceeding arises from fraud, suit bad faith or proceeding initiated by such Person unless the initiation of such action, suit or proceeding was authorized in advance by the Partnership; and provided, finally, that a Person shall be indemnified hereunder only for those actions taken or omitted to be taken by such Person in connection with the discharge of such Person’s obligations for the organization of the Partnership or the management of the business and affairs of the Partnership and that the provisions of this Section 5.7 are not intended to extend indemnification to any Partner or other Person for any obligations of such Partner or other Person undertaken in this Agreementgross negligence.

Right to Indemnification. The Subject to the limitations and conditions as provided in this Section 7.11, to the fullest extent permitted by the TBOC, the Partnership shall indemnify and hold harmless each Person of the Partnership Indemnified Parties who has been was or is a party party, or is threatened to be made a party to to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative, or investigative or appellate (regardless of whether such action, suit or proceeding is including any action by or in at the right of the Partnership or by third parties), by reason of the fact that such Person is or was a Partner, GP Representative, trustee of a Partner, direct or indirect officer or employee of the Partnership or organizer request of the Partnership), from and against any and all liabilities claims, losses, liabilities, damages, and expenses, expenses of any kind for which such Person has not otherwise been reimbursed and to which such Partnership Indemnified Party may become subject in connection with the Partnership (including, without limitation, judgmentsall reasonable costs and expenses of attorneys, amounts paid in settlementdefense, attorneys’ feesappeal and settlement of any and all suits, excise taxes actions or penalties under proceedings instituted or threatened against such Partnership Indemnified Party or the Employee Retirement Income Security Act of 1974Partnership (including, as amendedwithout limitation, fines formal and other expenses, informal regulatory and/or governmental inquiries and/or governmental requests) actually and reasonably incurred by such Person in connection with such action, suit or proceeding proceeding) (includingcollectively, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding“Indemnified Losses”); provided, however, that a Partnership Indemnified Party shall be entitled to indemnification for Indemnified Losses hereunder only to the extent that such Indemnified Losses are not attributable to such Partnership shall Indemnified Party’s material breach of this Agreement, gross negligence, actual and intentional fraud, willful misconduct, bad faith or, in the case of the General Partner or its Affiliates, such liabilities are not be required directly or indirectly related to indemnify a dispute between or advance expenses to among any Person from or on account of such Person’s conduct that is finally adjudged to have been knowingly fraudulent, deliberately dishonest or grossly negligentthe General Partner its Affiliates, or to have involved willful misconductany members or employees thereof; provided, provided further, that the Partnership 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 Partnership; and provided, finally, that a Person shall be indemnified hereunder only for those actions taken or omitted to be taken by such Person in connection with the discharge of such Person’s obligations for the organization if liabilities arise out of the Partnership or the management conduct of the business and affairs of the Partnership and that the provisions of this Section 5.7 are not intended to extend indemnification to any Partner or other Person for which the Person entitled to indemnification from the Partnership hereunder was then acting in a similar capacity, the amount of the indemnification provided by the Partnership shall be limited to the Partnership’s proportionate share thereof as determined in good faith by the General Partner. The Limited Partner Indemnified Parties shall be entitled to indemnification for Indemnified Losses only to the extent that such Indemnified Losses are not attributable to such Limited Partner Indemnified Party’s material breach of this Agreement, gross negligence, actual and intentional fraud, willful misconduct, or bad faith. The satisfaction of any indemnification and any holding harmless pursuant to this Section 7.11(a) shall be from and limited to Partnership assets, the Limited Partners shall not have any obligation to make Capital Contributions to fund its share of any indemnification obligations under this Section 7.11 in excess of its Initial Capital Contribution and Capital Commitments, and no Limited Partner shall have any personal liability on account thereof. Notwithstanding anything to the contrary, no Partner shall be required to make Capital Contributions to the Partnership for purposes of paying the Partnership’s indemnification obligations hereunder (y) unless and until all insurance proceeds with respect to such Indemnified Losses have been collected and applied to such Indemnified Losses, or (z) to the extent such Capital Contributions exceed the lesser of (i) 15% of the sum of such Partner or other Person undertaken in this AgreementPartner’s Initial Capital Contributions plus such Partner’s Capital Commitment and (ii) the undrawn balance of the sum of such Partner’s Initial Capital Contributions plus such Partner’s Capital Commitment.

Right to Indemnification. The Partnership Neither the Managing Member, nor any of the directors, officers or Persons serving in a similar executive capacity appointed by the Managing Member and exercising rights and duties delegated by the Managing Member (including a Person serving at the request of the LLC as a director, officer or other agent of another organization), employees, or Members of the LLC or their Affiliates (the Managing Member and each such other Person herein referred to as an "Indemnified Party") shall indemnify each Person who has been have any liability to the LLC or is a party or is threatened to be made a party to any threatened, pending Member for any loss suffered by the LLC which arises out of any action or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless inaction of whether such action, suit or proceeding is by or Indemnified Party in the right its capacity as any of the Partnership or by third parties)foregoing; PROVIDED, by reason of the fact HOWEVER, that such Person is course of conduct did not constitute fraud, gross negligence, willful misconduct or was a Partner, GP Representative, trustee material breach of a Partner, direct or indirect officer or employee of this Agreement. Each such Indemnified Party shall be indemnified to the Partnership or organizer of fullest extent permitted by law by the Partnership, LLC against all liabilities and expenses, including, without limitationany losses, judgments, liabilities, Expenses and amounts paid in settlement, attorneys’ fees, excise taxes or penalties under the Employee Retirement Income Security Act settlement of 1974, any claims sustained by any of them in their capacity as amended, fines and other expenses, actually and reasonably incurred by such Person in connection with such action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding); provided, however, that the Partnership shall not be required to indemnify or advance expenses to any Person from or on account of such Person’s conduct that is finally adjudged to have been knowingly fraudulent, deliberately dishonest or grossly negligent, or to have involved willful misconduct; provided, further, that the Partnership 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 Partnership; and provided, finally, that a Person shall be indemnified hereunder only for those actions taken or omitted to be taken by such Person Indemnified Party in connection with the discharge business or operations of the LLC, or the exercise and performance of any Member's, director's or officer's powers or duties in accordance with the terms of this Agreement; provided the same was not the result of fraud, gross negligence, willful misconduct, or a material breach of this Agreement, the Advisory Agreement or any other agreement for the provision of Investment Management Services. The indemnification authorized by this Section 5.01 shall include the payment of reasonable attorneys' fees and other reasonable Expenses incurred in settling or defending any claims, threatened actions or finally adjudicated legal Proceedings. Prior to any final disposition of any claim or Proceeding with respect to which an Indemnified Party may be entitled to indemnification hereunder, the LLC shall pay to such Indemnified Party, as the case may be, in advance of such Person’s obligations for final disposition, an amount equal to all reasonable out-of-pocket Expenses of said Indemnified Party as incurred in defense of said claim or Proceeding; provided that such advance payments shall be made only upon the organization LLC's receipt of a written undertaking of said Indemnified Party to repay the Partnership or LLC the management of the business and affairs of the Partnership and amount so advanced if it shall be finally determined that the provisions of this Section 5.7 are said Indemnified Party was not intended entitled to extend indemnification to any Partner or other Person for any obligations of such Partner or other Person undertaken in this Agreementhereunder.

Right to Indemnification. The Partnership Company shall to the fullest extent permitted by applicable law in effect on the date hereof or as such law may from time to time be amended indemnify each Person who has been and hold harmless the Indemnitee in the event that he or she was or is a party to or is involved or becomes involved in any manner (including, without limitation, as a party, intervenor or a witness) or is threatened to be made a party to so involved in any threatened, pending or completed investigation, claim, action, suit suit, arbitration, alternate dispute resolution mechanism, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether civil, criminal, administrativeadministrative or investigative (including without limitation, investigative or appellate (regardless of whether such any action, suit or proceeding is by or in the right of the Partnership or by third parties), Company to procure a judgment in its favor) (a “Proceeding”) by reason of the fact that such Person he or she, or a person of whom he or she is the legal representative, is or was a Partner, GP Representative, trustee of a Partner, direct or indirect director and/or officer or employee of the Partnership Company, or organizer is or was serving at the request of the PartnershipCompany as a director, against all liabilities and expensesofficer, partner (limited or general) or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise, including, without limitation, judgmentsany subsidiary of the Company (including, amounts paid in settlementwithout limitation, * See Schedule A for a list of officers and directors who have entered into this Indemnification Agreement with the Company. service with respect to an employee benefit plan), against all expenses, liabilities and losses, including attorneys’ fees, judgments, fines (including any excise taxes assessed on a person with respect to an employee benefit plan), taxes, penalties and amounts paid or penalties under the Employee Retirement Income Security Act of 1974to be paid in settlement (collectively, as amended, fines and other expenses“Losses”), actually and reasonably incurred by such Person him or her in connection with such actionProceeding. Such indemnification shall be a contract right and shall include the right to receive payment in advance of any expenses incurred by the Indemnitee in connection with such Proceeding, suit consistent with the provisions of applicable law as then in effect. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or proceeding (includinga portion of the Losses actually and reasonably incurred by Indemnitee in a Proceeding, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding); providedbut not, however, that for the Partnership total amount thereof, the Company shall not be required to indemnify or advance expenses to any Person from or on account Indemnitee for the portion of such Person’s conduct that Losses to which Indemnitee is finally adjudged to have been knowingly fraudulent, deliberately dishonest or grossly negligent, or to have involved willful misconduct; provided, further, that the Partnership 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 Partnership; and provided, finally, that a Person shall be indemnified hereunder only for those actions taken or omitted to be taken by such Person in connection with the discharge of such Person’s obligations for the organization of the Partnership or the management of the business and affairs of the Partnership and that the provisions of this Section 5.7 are not intended to extend indemnification to any Partner or other Person for any obligations of such Partner or other Person undertaken in this Agreemententitled.

Right to Indemnification. The Partnership shall Company will indemnify each Person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is by or in the right of the Partnership Company or by third parties), ) by reason of the fact that such Person is or was a PartnerMember, GP RepresentativeRepresentative or Officer, trustee or is or was serving at the request of the Company as a Partnerdirector, direct or indirect officer or employee in any other comparable position of the Partnership or organizer of the Partnership, any Other Enterprise against all liabilities and expenses, including, without limitation, including judgments, amounts paid in settlement, attorneys’ fees, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amendedpenalties, fines and other expenses, actually and reasonably incurred by such Person in connection with such action, suit or proceeding (including, without limitation, including the investigation, defense, settlement or appeal of such action, suit or proceeding); provided, however, that the Partnership shall Company is not be required to indemnify or advance expenses to any Person from or on account of such Person’s conduct that is was finally adjudged to have been knowingly fraudulent, deliberately dishonest or grossly negligent, or to have involved willful misconduct; provided, further, that the Partnership shall Company is 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 PartnershipMember; and provided, finallyfurther, that a Person shall Member, Representative or Officer will be indemnified hereunder only for those actions taken or omitted to be taken by such Person Member, Representative or Officer in connection with the discharge of such Person’s obligations for the organization of the Partnership or the management of the business and affairs of the Partnership Company or any Other Enterprise and that the provisions of this Section 5.7 5.5 are not intended to extend indemnification to the Member, the Representative or any Partner or other Person Officer for any obligations actions taken or omitted to be taken by the Member in any other connection, including any other express obligation of such Partner the Member, the Representative or other Person any Officer undertaken in this Agreement. The termination of any action, suit or 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 have been knowingly fraudulent, deliberately dishonest or willful misconduct.

Right to Indemnification. The Partnership shall indemnify Except in the case of willful misconduct, bad faith, fraud or breach of this Agreement or any other agreement with the Company or its Subsidiaries to which any such Covered Person is a party, each Person (and the heirs, executors or administrators of such Person) who has been was or is a party or is threatened to be made a party to to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrativeadministrative or investigative, investigative or appellate (regardless of whether in such Person’s capacity as a Covered Person, and such action, suit or proceeding is relates to an act or omission of such Covered Person acting in its capacity as such, shall be indemnified and held harmless by or the Company to the fullest extent permitted by the Laws of the State of Delaware; provided, that the foregoing indemnification shall not be available (i) to a Member in the right case of an action, suit or proceeding brought by a Member or any other party to this Agreement against such Member or (ii) to a Member or to a member, shareholder, partner, Subsidiary or Affiliate thereof in the Partnership case of an action, suit or proceeding brought by third parties), by reason of the fact that such Person is or was a Partner, GP Representative, trustee of a Partner, direct or indirect officer or employee of the Partnership or organizer of the Partnership, against all liabilities Governmental Entity and expenses, including, without limitation, judgments, amounts paid in settlement, attorneys’ fees, excise relating to taxes or penalties under the Employee Retirement Income Security Act tax returns of 1974such Member (or member, as amendedshareholder, fines and partner, Subsidiary or Affiliate thereof) (other expenses, actually and reasonably incurred by such Person than in connection with a non-tax claim). The right to indemnification conferred in this Section 5.1(c) shall also include the right to be paid by the Company the expenses incurred in connection with any such action, suit or proceeding (includingin advance of its final disposition to the fullest extent permitted by the Laws of the State of Delaware; provided, without limitation, that the investigation, defense, settlement or appeal payment of such expenses in advance of the final disposition of an action, suit or proceeding)proceeding shall be made only upon delivery to the Company of an undertaking by or on behalf of the applicable Covered Person to repay all amounts so paid in advance if it shall ultimately be determined that such Covered Person is not entitled to be indemnified under this Section 5.1(c) or otherwise. In the event that any such expenses are so paid by the Company to any Covered Person with respect to a matter, the Company shall also pay such expenses for other Covered Persons with respect to such matter. Notwithstanding the foregoing provisions of this Section 5.1, the Company shall indemnify a Covered Person in connection with a proceeding (or part thereof) initiated by such Covered Person only if such proceeding (or part thereof) was authorized by the Board; provided, however, that the Partnership a Covered Person shall not be required entitled to indemnify reimbursement of his or advance expenses her reasonable and documented counsel fees with respect to any Person from a proceeding (or on account of such Person’s conduct that is finally adjudged to have been knowingly fraudulent, deliberately dishonest or grossly negligent, or to have involved willful misconduct; provided, further, that the Partnership shall not be required to indemnify or advance expenses to any Person in connection with an action, suit or proceeding part thereof) initiated by such Covered Person unless the initiation to enforce his or her right to indemnity or advancement of such action, suit or proceeding was authorized in advance by the Partnership; and provided, finally, that a Person shall be indemnified hereunder only for those actions taken or omitted to be taken by such Person in connection with the discharge of such Person’s obligations for the organization of the Partnership or the management of the business and affairs of the Partnership and that expenses under the provisions of this Section 5.7 5.1 to the extent that the Covered Person is successful on the merits in such proceeding (or part thereof). The Company shall also have the power to indemnify and hold harmless to the same extent set forth in this Section 5.1(c) employees of the Company or its Subsidiaries who are not intended Covered Persons and agents of the Company or its Subsidiaries. No claim subject to extend the indemnification provisions hereunder shall be settled by any Covered Person without the consent of the Company, not to any Partner be unreasonably withheld, conditioned or other Person for any obligations of such Partner or other Person undertaken in this Agreementdelayed.

Right to Indemnification. The Partnership Except for any losses, claims, damages, liabilities, obligations, deficiencies, demands, suits, actions, causes of action, assessments, judgments, fines, surcharges, tax penalties, settlements, civil penalties, losses, costs and expenses (including reasonable attorneys’ fees) and other amounts arising from any and all claims, demands, actions, suits, or proceedings (hereinafter individually a “Loss” and collectively “Losses”), suffered or incurred by Enterprises relating to or arising out of (A) liabilities of the Company prior to the date hereof, except for those liabilities that are specifically assumed by the Company pursuant to the Asset Contribution Agreement, (B) in connection with any assets that Enterprise transferred to the Company that existed on or prior to the date of this Agreement, except for those liabilities that are specifically assumed by the Company pursuant to the Asset Contribution Agreement; or (C) result from or arise out of operation of the Company prior to the date hereof, except for those liabilities that are specifically assumed by the Company pursuant to the Asset Contribution Agreement, the Company shall indemnify each Person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is by or in the right of the Partnership Company or by third parties), ) by reason of the fact that such Person is or was a Partner, GP Representative, trustee of a Partner, direct Member or indirect officer or employee Officer of the Partnership Company or organizer of any subsidiary of the Partnership, Company against all liabilities and expenses, including, without limitation, including judgments, amounts paid in settlement, attorneys’ fees, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amendedpenalties, fines and other expenses, actually and reasonably incurred by such Person in connection with such action, suit or proceeding (including, without limitation, including the investigation, defense, settlement or appeal of such action, suit or proceeding); provided, however, that the Partnership Company shall not be required to indemnify or advance expenses to any Person from or on account of such Person’s conduct that is finally adjudged to have been knowingly fraudulentnot in good faith or constituted fraud, deliberately dishonest gross negligence or grossly negligentintentional wrongful acts, or, with respect to any criminal action or proceeding, if such Person had reasonable cause to have involved willful misconductbelieve that such Person’s conduct was unlawful; provided, further, that the Partnership Company shall not be required to indemnify or advance expenses hereunder 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 PartnershipManaging Member; and provided, finallyhowever, that a Person Member or Officer shall be indemnified hereunder only for those actions taken or omitted to be taken by such Person Member or Officer in connection with the exercise or discharge of such PersonMember’s or Officer’s rights or obligations for the organization of the Partnership or with respect to the management of the business and affairs of the Partnership and that Company or of any subsidiary of the provisions of this Section 5.7 are not intended to extend indemnification to any Partner or other Person for any obligations of such Partner or other Person undertaken in this AgreementCompany.

Right to Indemnification. The Partnership shall indemnify Subject to the limitations and conditions as provided in this Article IX, each Person who has been 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, investigative administrative or appellate (regardless of whether such action, suit or proceeding is by arbitrative or in the right nature of an alternative dispute resolution in lieu of any of the Partnership foregoing (“Proceeding”), or by third parties)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 Partner, GP Representative, trustee of a Partner, direct or indirect officer or employee of the Partnership or organizer of the Partnership, against all liabilities and expenses, Member (including, without limitation, the Tax Matters Member), a Manager, Chairman or Officer or, in each case, a representative thereof shall be indemnified by the 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 Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, amounts paid in settlementpenalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, reasonable attorneys’ and experts’ fees, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, fines and other expenses, ) actually and reasonably incurred by such Person in connection with such Proceeding, appeal, inquiry or investigation (“Loss”), unless (in the case of a Manager, Chairman or Officer) such Loss shall have been the result of gross negligence, fraud or intentional misconduct by such Person or (in the case of an Officer) the result of a breach of such Person’s duties pursuant to Section 5.6 hereof or arises in connection with any action, suit or proceeding (includingbrought by one Member against another Member, without limitation, the investigation, defense, settlement or appeal of in which case such action, suit or proceeding); provided, however, that the Partnership indemnification shall not be required cover such Loss to indemnify the extent resulting from such gross negligence, fraud or advance expenses intentional misconduct or breach pursuant to any Person from Section 5.6 or on account of such Person’s conduct that is finally adjudged to have been knowingly fraudulent, deliberately dishonest or grossly negligent, or to have involved willful misconduct; provided, further, that the Partnership shall not be required to indemnify or advance expenses to any Person in connection with an action, suit or proceeding initiated brought by one Member against another Member. Indemnification under this Article IX shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person unless the initiation of such action, suit or proceeding was authorized in advance by the Partnership; and provided, finally, that a Person to indemnity hereunder. The rights granted pursuant to this Article IX shall be indemnified hereunder only for those deemed contract rights, and no amendment, modification or repeal of this Article IX shall have the effect of limiting or denying any such rights with respect to actions taken or omitted proceedings, appeals, inquiries or investigations arising prior to be taken any amendment, modification or repeal. Notwithstanding anything in this Section 9.2 to the contrary, the indemnification provided by this Section 9.2 shall only apply to Proceedings brought by third-party claimants against such Person in connection with Member, Manager, Chairman or Officer and not Proceedings brought by the discharge of Company against such Person’s obligations Member, Manager, Chairman or Officer. The foregoing indemnification is for the organization benefit of the Partnership or Persons identified above acting in the management capacities described above and not in any other capacity (including as manager of the business and affairs operations of the Partnership and that Company, which shall be governed exclusively by the provisions terms of this Section 5.7 are not intended any management or similar agreement with respect to extend indemnification to any Partner or other Person for any obligations of such Partner or other Person undertaken in this Agreementservices).

Right to Indemnification. The Partnership shall indemnify each Person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is by or in the right of the Partnership or by third parties), by reason of the fact that such Person is or was a Partner, GP Representative, trustee of a Partner, direct or indirect officer or employee of the Partnership or organizer of the Partnership, against all liabilities and expenses, including, without limitation, judgments, amounts paid in settlement, attorneys’ ' fees, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, fines and other expenses, actually and reasonably incurred by such Person in connection with such action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding); providedPROVIDED, howeverHOWEVER, that the Partnership shall not be required to indemnify or advance expenses to any Person from or on account of such Person’s 's conduct that is finally adjudged to have been knowingly fraudulent, deliberately dishonest or grossly negligent, or to have involved willful misconduct; providedPROVIDED, furtherFURTHER, that the Partnership 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 Partnership; and providedPROVIDED, finallyFINALLY, that a Person shall be indemnified hereunder only for those actions taken or omitted to be taken by such Person in connection with the discharge of such Person’s 's obligations for the organization of the Partnership or the management of the business and affairs of the Partnership and that the provisions of this Section 5.7 are not intended to extend indemnification to any Partner or other Person for any obligations of such Partner or other Person undertaken in this Agreement or in any Predecessor Agreement.

Right to Indemnification. The Partnership Company shall indemnify each Person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is by or in the right of the Partnership Company or by third parties), ) by reason of the fact that such Person is or was a PartnerMember, GP Representative, trustee of a PartnerCo-President, direct President or indirect officer other officer, or employee of the Partnership Company, or organizer is or was serving at the request of the PartnershipCompany as a director, officer or in any other comparable position of any Other Enterprise, against all liabilities and expenses, including, without limitation, judgments, amounts paid in settlement, attorneys’ ' fees, ERISA excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amendedpenalties, fines and other expenses, actually and reasonably incurred by such Person in connection with such action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding); provided, however, that the Partnership Company shall not be required to indemnify or advance expenses to any Person from or on account of such Person’s 's conduct that is was finally adjudged to have been knowingly fraudulent, deliberately dishonest or grossly negligent, to constitute willful misconduct or to have involved willful misconductrecklessness; provided, provided further, that the Partnership 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 Partnership; and providedunanimous approval of the Members. A Member, finallyRepresentative, that a Person Co-President, President or other officer or employee shall be indemnified hereunder only for those actions taken or omitted to be taken by such Person in connection with the discharge of such Person’s 's obligations for the organization of the Partnership or the management of the business and affairs of the Partnership and that the Company. The provisions of this Section 5.7 5.17 are not intended to extend indemnification to any Partner or other Person Member for any obligations of such Partner or other Person Member undertaken in this Agreement.

Right to Indemnification. The Partnership Subject to the limitations set forth in the Articles, the Company shall indemnify each Person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is by or in the right of the Partnership Company or by third parties), ) by reason of the fact that such Person he or she is or was a Partner, GP Representative, trustee of a Partner, direct Member or indirect officer Manager or employee is or was serving at the request of the Partnership Company as a Manager or organizer of the Partnership, officer against all liabilities and expenses, including, without limitation, judgments, amounts paid in settlement, attorneys’ fees, ERISA excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amendedpenalties, fines and other expenses, actually and reasonably incurred by such Person him or her in connection with such action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding); provided, however, that the Partnership Company shall not be required to indemnify or advance expenses to any Person from or on account of such Person’s his or her conduct that is was finally adjudged to have been knowingly fraudulent, deliberately dishonest or grossly negligent, or to have involved constitute willful misconduct; provided, further, that the Partnership Company shall not be required to indemnify or advance expenses to any Person in connection with an action, suit or proceeding initiated by such that Person unless the initiation of such the action, suit or proceeding was authorized in advance by the Partnership; and provided, finally, that a Person Managers. A Member or Manager shall be indemnified hereunder only for those actions taken or omitted to be taken by such Person him or her in connection with the discharge of such Person’s his or her obligations for the organization of the Partnership or the management of the business and affairs of the Partnership and that the provisions of this Section 5.7 are not intended to extend indemnification to any Partner or other Person for any obligations of such Partner or other Person undertaken in this AgreementCompany.