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 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 Partnership, Company to provide broader indemnification rights than said Law permitted the Company to provide prior to such amendment) 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 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, willful 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 or grossly negligentresulted from such person’s failure to act in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the Company or other failure to have involved willful misconduct; providedcomply with such Officer’s duties pursuant to Section 5.6(b), furtheror, that with respect to a criminal proceeding, such Officer had reasonable cause to 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 Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Article VIII to the contrary, nothing in this Agreement shall provide for any indemnification of any Member or the management any legal representative thereof in respect of the business and affairs of the Partnership and that the provisions any Proceeding brought by another Member against such first Member for breach of this Section 5.7 are not intended to extend indemnification to Agreement or any Partner or other Person for any obligations of such Partner or other Person undertaken in this AgreementAffiliate Contract.

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 RepresentativeDirector or officer of the Company, 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 Partnershipany Other Enterprise, against all liabilities and expenses, including, without limitation, including judgments, amounts paid in settlement, attorneys’ feesfees and expenses, 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, including the investigation, defense, settlement or appeal of such action, suit or proceeding); provided, however, that the Partnership shall Company will 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 will 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 PartnershipBoard of Directors; and provided, finallyfurther, that a Person shall Director or officer will be indemnified hereunder only for those actions taken or omitted to be taken by such Person Director or officer in connection with the discharge of such PersonDirector’s or officer’s obligations for the organization of the Partnership or in connection with the management of the business and affairs of the Partnership Company, PVG or any Other Enterprise. 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. The foregoing right to indemnification will apply to all Persons serving as Directors or officers and that to all Persons who serve as a representatives of the provisions Company at any time or who serve at any time at the request of this Section 5.7 are not intended to extend indemnification to the Company as a director, officer or in any Partner other comparable position of any Other Enterprise. Nothing herein prevents one or more of the Members or PVG from indemnifying their respective representatives or directors or officers under such Member’s or PVG’s organizational documents or other agreements. If any Person for any obligations of such Partner is entitled to indemnification both from the Company, from a Member or other Person undertaken in this Agreementfrom PVG, then indemnification would come first from PVG, then the Company and thereafter from the Member.

Right to Indemnification. The Partnership shall indemnify Subject to the limitations and conditions as provided in this Section 7.7, 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 an Indemnitee or, in each case, a Partner, GP Representative, trustee of a Partner, direct or indirect officer or employee of representative thereof shall be indemnified by the Partnership to the fullest extent permitted by applicable Law, as the same exists or organizer may hereafter be amended (but, in the case of any such amendment, only to the Partnership, extent that such amendment permits the Partnership to provide broader indemnification rights than said Law permitted the Partnership to provide prior to such amendment) against all liabilities and expenses, including, without limitation, judgments, amounts paid in settlementpenalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including 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 finally adjudged fraud, willful misconduct or, in the case of any Partner, willful breach of this Agreement. Indemnification under this Section 7.7 shall continue as to have been knowingly fraudulent, deliberately dishonest or grossly negligent, or a Person who has ceased to have involved willful misconduct; provided, further, that 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 Section 7.7, including the initiation of such actionrights to advancement granted under Section 7.8, 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 Section 7.7 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 the business doubt and affairs of the Partnership and that the provisions of notwithstanding anything in this Section 5.7 are not intended 7.7 to extend the contrary, nothing in this Agreement shall provide for any indemnification to of any Partner or any legal representative thereof in respect of any Proceeding by any other Person for any obligations of Partner against such Partner for breach of this Agreement or other Person undertaken any Affiliate Contract (as defined in this the GP LLC 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 PartnerVoting Member of the Company, GP Representativean officer of the Company, trustee a Representative 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 Partnershipany 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, 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 PartnershipVoting Members; and provided, finallyhowever, that a Person an officer or Representative 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 in connection with the management of the business and affairs of the Partnership Company or any Other Enterprise. 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. The foregoing right to indemnification shall apply to all Persons serving as officers and that to all Persons who serve as a Representative at any time or who serve at any time at the provisions request of this Section 5.7 are not intended to extend indemnification to the Company as a director, officer or in any Partner other comparable position of any Other Enterprise. Nothing herein prevents any Member from indemnifying its representatives or officers under such Member's organizational documents or other agreements. If any Person for any obligations of such Partner or other Person undertaken in this Agreementis entitled to indemnification both from the Company and from a Member, then indemnification would come first from the Company and thereafter from the Member.

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 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 (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 request of the Company or any affiliate of the Company as an officer, director, member, manager, partner, venturer, fiduciary, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic Person or other enterprise; provided, that a Person shall not be an Indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (D) any Specified Person (including in its capacity as a service provider to the Company or any of its direct or indirect subsidiaries), and (E) any Person the Board designates as an “Indemnitee” for purposes of this Agreement (an “Indemnitee”) who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, 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, GP Representativeshall be indemnified by the Company to the fullest extent permitted by the Act, trustee of a Partneras the same exists or may hereafter be amended, direct or indirect officer or employee of 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 those any Liability actually incurred by such Indemnitee that is attributable to (1) such Indemnitee’s or its affiliates’ (the term “affiliates” excluding, for purposes hereof, the Company’s and its direct or indirect subsidiaries) fraud, gross negligence, willful misconduct, intentional and material breach of this Agreement or any other agreement executed by such Indemnitee with the Company, or, in the case of a criminal matter, such Person having acted or failed to act with knowledge that such conduct was unlawful, in each case, as determined by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected), (2) an Officer’s (other than any Specified Officer) breach of fiduciary duties, (3) proceedings initiated by the Indemnitee or proceedings against the Company or any of its direct or indirect subsidiaries, (4) proceedings initiated by the Company or any of its direct or indirect subsidiaries against an employee, or (5) economic losses or tax obligations incurred by an Indemnitee as a result of owning Units. The rights granted pursuant to this Section 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 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 or Manager 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 if the Partnership Company brings such suit against such Person as Member, Manager, employee or agent of the Company and a court of competent jurisdiction finds that such Person is liable to the Company, no indemnification may be granted for claims or settlements paid to the Company unless and to the extent that a court of competent jurisdiction determines under the circumstances such indemnity is fair, reasonable and appropriate; additionally that the Company shall not be required to indemnify or advance expenses to any Person from or on account of such Person’s 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 PartnershipManagers; and provided, finallyfurther, that a Person Manager shall be indemnified hereunder only for those actions taken or omitted to be taken by such Person Manager in connection with the discharge of such PersonManager’s obligations for the organization of the Partnership or the management of the business and affairs of the Partnership Company and that the provisions of this Section 5.7 5.13 are not intended to extend indemnification to any Partner or other Person Manager for any obligations of such Partner or other Person Manager undertaken in this AgreementAgreement in such Manager’s capacity as a Member. 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 provided in this Article 11, 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 it, or a Person of whom it is the legal representative, is or was a PartnerManaging Member, GP Representative, trustee an Affiliate of a PartnerManaging Member, direct or indirect officer or employee Member 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 11 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Article 11 shall be deemed contract rights, and no amendment, modification or proceeding (includingrepeal of this Article 11 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 11 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 the Partnership Agreement to the 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 bad faith, suit gross negligence or proceeding initiated willful misconduct 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 herein or by Laws, 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 he or she, or a Person of whom he or she is the legal representative, is or was a Member of the Company or Affiliate thereof or any of their respective representatives or an officer of the Company, or while such a Person is or was a Partner, GP Representative, trustee of a Partner, direct or indirect officer or employee serving at the request of the Partnership Company as a director, officer, manager, partner, venturer, member, trustee, employee, agent or organizer similar functionary of another foreign or domestic general partnership, corporation, limited partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise (each an “Indemnitee”), shall be indemnified by the PartnershipCompany to the extent such Proceeding or other above-described process relates to any such above-described relationships with, status with respect to, or representation of any such Person to the fullest extent permitted by the Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said Laws permitted the Company to provide prior to such amendment), 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’ 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 or proceeding (including, without limitation, and indemnification under this Article VI 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)Person to indemnity hereunder for any and all liabilities and damages related to and arising from such Person’s activities while acting in such capacity; provided, however, that no Person shall be entitled to indemnification under this Section 6.1 if the Partnership shall not be required to indemnify Proceeding involves acts or advance expenses to any omissions of such Person from which constitute an intentional breach of this Agreement or gross negligence or willful misconduct on account the part of such Person’s conduct that is finally adjudged . The rights granted pursuant 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 this Article VI shall be indemnified hereunder only for those deemed contract rights, and no amendment, modification or repeal of this Article VI 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 any such Person in connection with the discharge of such Person’s obligations for the organization of the Partnership amendment, modification or the management of the business and affairs of the Partnership and repeal. It is acknowledged 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 VI could involve indemnification for negligence or under theories of strict liability.

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 indemnify Subject to the limitations and conditions as provided in this Section 5.4, 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 or appellate (regardless of whether such action, suit or proceeding is by or in the right of the Partnership or by third parties)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 Representativeshall be indemnified by the Company to the fullest extent permitted by applicable law, trustee 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, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceedingeach a “Loss”); provided, however, that that, (i) if such Loss shall have been the Partnership result of gross negligence, fraud or intentional misconduct by such Person, such indemnification shall not cover such Loss to the extent resulting from such gross negligence, fraud or intentional misconduct, and (ii) the Company shall not be required obligated to indemnify or advance expenses such Person (x) with respect to any Person from or on account of such Person’s conduct that is finally adjudged to have been knowingly fraudulentclaim, 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 action or proceeding initiated by or brought voluntarily by such Person unless and not by way of defense or (y) for amounts paid in settlement of an action effected without the initiation prior written consent of the Managing Member to such actionsettlement, suit or proceeding was authorized in advance by the Partnership; and provided, finally, that which consent shall not be unreasonably withheld. Indemnification under this Section 5.4 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 5.4 shall be indemnified hereunder only for those deemed contract rights, and no amendment, modification or repeal of this Section 5.4 shall have the effect of limiting or denying any such rights with respect to 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 Proceedings, appeals, inquiries 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 investigations arising prior to any Partner such amendment, modification or other repeal. For the avoidance of doubt, this Agreement shall not affect the indemnification and advancement rights provided pursuant to the Original LLC Agreement in favor of any Person for any obligations relating to Proceedings arising out of such Partner actions or other Person undertaken omissions occurring in whole or in part prior to the effectiveness of this Agreement.

Right to Indemnification. The Partnership shall indemnify each Person (a) Each person who has been was or is a party or is threatened to be made a party to to, or was or is otherwise involved in, any action, suit, arbitration, alternative dispute resolution mechanism, investigation, inquiry, judicial, administrative or legislative hearing, or any other threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is brought by or in the right of the Partnership Corporation or by third partiesotherwise, including any and all appeals, whether of a civil, criminal, administrative, legislative, investigative or other nature (hereinafter a “proceeding”), by reason of the fact that such Person he or she is or was a Partnerdirector or an officer of the Corporation or while a director or an officer of the Corporation is or was serving at the request of the Corporation as a director, GP Representativeofficer, employee, agent or trustee of another corporation or of a Partnerpartnership, direct joint venture, trust or indirect officer other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), or employee by reason of anything done or not done by him or her in any such capacity, shall be indemnified and held harmless by the Partnership Corporation to the fullest extent authorized by the DGCL, as the same exists or organizer of the Partnershipmay hereafter be amended, against all liabilities expense, liability and expenses, including, without limitation, judgments, amounts paid in settlement, loss (including attorneys’ fees, judgments, fines, XXXXX excise taxes taxes, penalties and amounts paid in settlement by or penalties under on behalf of the Employee Retirement Income Security Act of 1974, as amended, fines and other expenses, indemnitee) actually and reasonably incurred by such Person indemnitee in connection with such actiontherewith, suit or proceeding (including, without limitation, all on the investigation, defense, settlement or appeal of such action, suit or proceeding)terms and conditions set forth in these Bylaws; provided, however, that that, except as otherwise required by law or provided in Section 6.4 with respect to suits to enforce rights under this Article VI, the Partnership Corporation 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 indemnitee in connection with an actiona proceeding, suit or part thereof, voluntarily initiated by such indemnitee (including claims and counterclaims, whether such counterclaims are asserted by such indemnitee or the Corporation in a proceeding initiated by such Person unless the initiation of indemnitee) only if such actionproceeding, suit or proceeding part thereof, was authorized in advance or ratified 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 Board of such Person’s obligations for the organization of the Partnership Directors or the management Board of the business and affairs Directors otherwise determines that indemnification or advancement 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 Agreementexpenses is appropriate.

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 shall indemnify Subject to the limitations and conditions provided in this ARTICLE VII, 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, administrativeadministrative or arbitrative (hereinafter, investigative 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 Person, or a Person of which such Person is the legal representative, is or was a PartnerMember, GP Representative, trustee of a Partner, direct or indirect officer or employee member of the Partnership Board or organizer Officer 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 Partnershipextent 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, 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 (includingeach a "LOSS"), without limitationunless such Loss shall have been the result of gross negligence, the investigationfraud or intentional misconduct by such Person, 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. Indemnification under this ARTICLE VII shall continue as to any a Person from or on account of such Person’s conduct that is finally adjudged who has ceased to have been knowingly fraudulent, deliberately dishonest or grossly negligent, or to have involved willful misconduct; provided, further, that 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 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 VII shall be indemnified hereunder only for those deemed contract rights, and no amendment, modification or repeal of this ARTICLE VII shall have the effect of limiting or denying any such rights with respect to 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 Proceedings, appeals, inquiries 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 investigations arising prior to any Partner amendment, modification or other Person for any obligations of such Partner or other Person undertaken in this Agreementrepeal.

Right to Indemnification. The Partnership shall indemnify Subject to the limitations and conditions as provided in this Section 13, each Person individual, corporation, partnership, limited liability company, trust, estate, unincorporated organization, association or other entity (each, a “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 for which such Person is the legal representative, is or was the Member, a PartnerManager or in each case, GP Representativea Representative thereof, trustee 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 and expenses, penalties (including, without limitation, judgmentsexcise and similar taxes and punitive damages), amounts paid in settlementfines, 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 such Loss shall have been the result of gross negligence, fraud or intentional misconduct by such Person (as determined by a final non-appealable judgment entered by a court of competent jurisdiction), or, in the case of any former member or former manager, such Loss arises in connection with any action, suit or proceeding (including, without limitation, Proceeding brought by a former member against another former member. Indemnification under this Section 13 shall continue as to a Person who has ceased to serve in 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 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 Section 13 shall be indemnified hereunder only for those deemed contract rights, and no amendment, modification or repeal of this Section 13 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 13(b) to the contrary, the indemnification provided by such this Section 13(b) shall only apply to Proceedings brought by third-party claimants against a Person in connection with entitled to indemnification hereunder and not Proceedings brought by the discharge of Company against such Person’s obligations . The foregoing indemnification is for the organization benefit of the Partnership or Persons identified above acting in the management of the business capacities described above and affairs of the Partnership and that the provisions of this Section 5.7 are not intended to extend indemnification to in any Partner or other Person for any obligations of such Partner or other Person undertaken in this Agreementcapacity.

Right to Indemnification. (a) The Partnership shall Company hereby agrees to indemnify and hold harmless any Person (each Person who has been an “Indemnified Person”) to the fullest extent permitted under the Act, as the same now exists or is a party may hereafter be amended, substituted or is threatened to be made a party to any threatenedreplaced (but, 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 case of any such amendment, substitution or replacement only to the Partnership extent that such amendment, substitution or by third partiesreplacement permits the Company to provide broader indemnification rights than the Company is providing immediately prior to such amendment), against all expenses, liabilities and losses (including reasonable attorneys’ fees, judgments, fines, excise taxes or penalties) reasonably incurred or suffered by such Person (or one or more of such Person’s Affiliates) by reason of the fact that such Person (i) is or was a PartnerMember, GP Representative(ii) is or was serving as the Managing Member, trustee of a Partner, direct or indirect officer or employee (iii) in the case of the Partnership Managing Member and its Affiliates only, is or organizer was serving as an officer, principal, member, partner, employee or other agent of the PartnershipCompany or is or was serving at the request of the Company as the manager, against all officer, director, principal, member, partner, employee or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise; provided that no Indemnified Person shall be indemnified for any expenses, liabilities and losses suffered that are attributable to such Indemnified Person’s or its Affiliates’ fraud or willful misconduct, or for any present or future breaches of any representations, warranties, agreements or covenants by such Indemnified Person or its Affiliates contained herein or in any other agreements with the Company. Subject to the prior approval of the Managing Member, expenses, including, without limitation, judgments, amounts paid in settlement, 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 any such Indemnified Person in connection with defending a proceeding shall be paid by the Company in advance of the final disposition of such actionproceeding, suit including any appeal therefrom, upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company. The Company may, at its expense, by notice to such Indemnified Person, assume the exclusive right to defend, compromise or settle any claim or proceeding (includingwith counsel selected by the Company; provided that such Indemnified Person shall have the right to participate in any such claim or proceeding and to employ counsel, without limitationat its own expense, the investigation, defense, settlement or appeal of such action, suit or proceeding); providedit being understood, however, that the Partnership Company shall control such defense; provided, further that such Indemnified Person will not be bound by any compromise or settlement effected with respect to such claim or proceeding with respect to which it is indemnified hereunder without its consent, which consent shall not be required to indemnify unreasonably withheld, conditioned or advance expenses to delayed. Whether or not the Company shall have assumed the defense of a claim or proceeding, no Indemnified Person shall admit any Person from or on account of such Person’s conduct that is finally adjudged to have been knowingly fraudulent, deliberately dishonest or grossly negligentliability with respect to, or to have involved willful misconduct; providedsettle, furthercompromise or discharge, that any claim or proceeding without the Partnership prior written consent of the Company, which consent shall not be required to indemnify unreasonably withheld, conditioned 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 Agreementdelayed.

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 (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 Company shall indemnify and hold harmless, to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended, any Series A Director, the Investors and their respective Affiliates (other than the Company and its Subsidiaries) and direct and indirect partners (including partners of partners and stockholders and members of partners), members, stockholders, managers, directors, officers, employees and agents and each Person who 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 by third partiesSection 20 of the Exchange Act (the “Covered Persons”) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees), sustained or suffered by any such Covered Person based upon, relating to, arising out of, or by reason of 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 Person in connection with claim, a “Claim”), except to the discharge of extent such Person’s obligations for Claim is due to or stems from the organization gross negligence, willful misconduct or fraud of the Partnership or Series A Director, the management Investors and their respective Affiliates (other than the Company and its Subsidiaries). Notwithstanding anything herein to the contrary, in no event shall the aggregate liability of the business Company under this Article X exceed an amount equal to the aggregate amount actually funded by Investors pursuant to the Purchase Agreement and affairs this Agreement as of the Partnership and applicable date of determination, less an amount equal to (i) the number of shares of Series A Preferred Stock that the provisions Company has redeemed pursuant to Section 7 of this Section 5.7 are not intended to extend indemnification to any Partner or other Person for any obligations the Certificate of such Partner or other Person undertaken Designations as of the date of determination multiplied by (ii) the Original Issue Price (as defined in this Agreementthe Certificate of Designations).

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 Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, VoteCo, 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 any third party or governmental claims relating to such Covered Person’s status as a Covered Person (including any and all losses, claims, damages or liabilities under the fact that such Person is Securities Act, the Exchange Act or was a Partnerother federal or state statutory law or regulation, GP Representativeat common law or otherwise, trustee which relate directly or indirectly to the registration, purchase, sale or ownership of a Partner, direct or indirect officer or employee any Equity Securities of the Partnership Corporation or organizer of the Partnershipto 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 6.3, 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 indemnify each Subject to the limitations and conditions provided in this Article VII, a Person (“Indemnified 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 (“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 Indemnified Person, or a Person of whom such Indemnified Person is the legal representative (including, but not limited to, a guardian, conservator, attorney-in-fact or attorney-at-law), is or was a Partner, GP Representative, trustee of a Partner, direct Member or indirect officer or employee Manager of the Partnership Company or organizer is or was serving as a member, manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, attorney, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise that is or was a Member or Manager, shall be indemnified by the Partnership, Company against all liabilities and expenses, including, without limitation, judgments, amounts paid in settlementpenalties (including excise and similar taxes and punitive damages), attorneys’ feesfines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, fines settlements and other expenses, actually reasonable costs and reasonably incurred by such Person in connection with such action, suit or proceeding expenses (including, without limitation, the investigation, defense, settlement or appeal of attorney fees) actually incurred by 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 Indemnified Person in connection with an such Proceeding if such Indemnified Person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interest of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding initiated by such judgment, order, settlement, conviction, or upon a plea of nobo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Person unless did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the initiation best interests of such actionthe Company or, suit with respect to any criminal action or proceeding was authorized in advance by the Partnership; and provided, finallyproceeding, that a the Indemnified Person shall be indemnified hereunder only for those actions taken had reasonable cause to believe that his 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 her conduct was not intended to extend indemnification to any Partner or other Person for any obligations of such Partner or other Person undertaken in this Agreementlawful.

Right to Indemnification. The Partnership shall indemnify Subject to the limitations and conditions provided in this Article VII, 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, administrativeadministrative or arbitrative (hereinafter, investigative 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 Person, or a Person of which such Person is the legal representative, is or was a PartnerMember or Manager shall be indemnified by the Company to the fullest extent permitted by applicable law, GP Representativeas the same exists or may hereafter be amended (but, trustee 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 penalties 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 (includingeach a “Loss”), without limitationunless such Loss shall have been the result of gross negligence, the investigationfraud or intentional misconduct by such Person, 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. Indemnification under this Article VII shall continue as to any a Person from or on account of such Person’s conduct that is finally adjudged who has ceased to have been knowingly fraudulent, deliberately dishonest or grossly negligent, or to have involved willful misconduct; provided, further, that 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 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 VII shall be indemnified hereunder only for those deemed contract rights, and no amendment, modification or repeal of this Article VII shall have the effect of limiting or denying any such rights with respect to 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 Proceedings, appeals, inquiries 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 investigations arising prior to any Partner amendment, modification or other Person for any obligations of such Partner or other Person undertaken in this Agreementrepeal.

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 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 Representativea director or an officer of the Company, trustee a representative 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 Partnershipany 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 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 PartnershipBoard of Directors; and provided, finallyhowever, that a Person director or an officer or representative 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 in connection with the management of the business and affairs of the Partnership Company or any Other Enterprise. 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. The foregoing right to indemnification shall apply to all Persons serving as directors or officers and that to all Persons who serve as a representative at any time or who serve at any time at the provisions request of this Section 5.7 are not intended to extend indemnification to the Company as a director, officer or in any Partner other comparable position of any Other Enterprise. Nothing herein prevents the Member from indemnifying its representatives or directors or officers under such Member’s organizational documents or other agreements. If any Person for any obligations of such Partner or other Person undertaken in this Agreementis entitled to indemnification both from the Company and from a Member, then indemnification would come first from the Company and thereafter from the Member.

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 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 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 Representativea director or an officer of the Company, trustee a Representative 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 Partnershipany 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, 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 PartnershipBoard of Directors; and provided, finallyhowever, that a Person director or an officer or Representative 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 in connection with the management of the business and affairs of the Partnership Company or any Other Enterprise. 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. The foregoing right to indemnification shall apply to all Persons serving as directors or officers and that to all Persons who serve as a Representative at any time or who serve at any time at the provisions request of this Section 5.7 are not intended to extend indemnification to the Company as a director, officer or in any Partner other comparable position of any Other Enterprise. Nothing herein prevents the Member from indemnifying its representatives or directors or officers under such Member's organizational documents or other agreements. If any Person for any obligations of such Partner or other Person undertaken in this Agreementis entitled to indemnification both from the Company and from a Member, then indemnification would come first from the Company and thereafter from the Member.

Right to Indemnification. The Partnership shall indemnify Subject to the limitations and conditions provided in this ARTICLE VII, 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, administrativeadministrative or arbitrative (hereinafter, investigative a “Proceeding”), or appellate (regardless any appeal in such a Proceeding or 38 * Confidential portions of whether this exhibit have been redacted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended. Redacted portions are indicated with “[****].” any inquiry or investigation that could lead to such action, suit or proceeding is by or in the right of the Partnership or by third parties)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 Representative, trustee of a Partner, direct or indirect officer or employee member of the Partnership Board, or organizer an Officer 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 Partnershipextent 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, 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 (includingeach, without limitationa “Claim”), unless such Claim shall have been the investigationresult of gross negligence, defensefraud or intentional misconduct by such Person, settlement or appeal of in which case such action, suit or proceeding); provided, however, that the Partnership indemnification shall not be required cover such Claim to indemnify the extent resulting from such gross negligence, fraud or advance expenses intentional misconduct. Indemnification under this Section 7.4 shall continue as to any a Person from who has ceased to serve in the capacity 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 retain the Partnership shall not be required to indemnify or advance expenses to any Person in connection with an action, suit or proceeding initiated by status 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 Section 7.4 shall be indemnified hereunder only for those deemed contract rights, and no amendment, modification or repeal of this Section 7.4 shall have the effect of limiting or denying any such rights in respect of 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 Proceedings, appeals, inquiries 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 investigations arising prior to any Partner amendment, modification or other Person for any obligations of such Partner or other Person undertaken in this Agreementrepeal.

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 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 after October 14, trustee 2010, or is or was serving at the request of the Company after October 14, 2010 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 after October 14, 2010 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; provided, further, that the Company will not indemnify Xxxxx X. Xxxx or Xxxx Xxxxxx. 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 (a) Subject to the limitations and procedural requirements set forth in this Article IX, from and after the Effective Time, the Equityholders, severally and not jointly and in proportion to (and not in excess of) each Equityholder’s Pro Rata Portion (except with respect to amounts recovered from the Escrow Fund), shall hold harmless and indemnify each Person who has been of the Parent Indemnitees from and against, and shall compensate and reimburse each of the Parent Indemnitees for, any Damages which are suffered or is incurred by any of the Parent Indemnitees or to which any of the Parent Indemnitees may otherwise become subject and which arise from or as a party result of: (i) any breach of any representation 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 warranty of whether such action, suit or proceeding is by the Company set forth in Article IV of this Agreement or in the right Company Certificate; (ii) any breach of any covenant or agreement of the Partnership or by third parties)Company set forth in this Agreement, by reason (iii) any proceeding in respect 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 any Dissenting Shares 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 any payments to any Person from or on account that was a holder of Company Capital Stock immediately prior to the Effective Time in respect of such Person’s conduct that is finally adjudged Dissenting Shares in excess of the amount to which such Person would have been knowingly fraudulententitled to pursuant to Section 2.6(b); (iv) any inaccuracy to the Consideration Spreadsheet and any challenge, deliberately dishonest dispute or grossly negligentobjection to the allocation of the Merger Consideration (including any claim or allegation made by or on behalf of any current or former holder or purported or alleged holder of any Company Capital Stock, the Company Warrant or Company Options challenging, disputing or objecting to the form or amount of the Merger Consideration received or to be received by such current or former holder or purported or alleged holder of any Company Capital Stock, the Company Warrant or Company Options); (v) any Closing Debt or Unpaid Company Transaction Expenses, to the extent not accounted for in the determination of the Initial Merger Consideration or addressed pursuant to Section 2.7; (vi) any claim by any Person seeking to assert or based upon: (A) ownership or rights to ownership of any shares of Company Capital Stock, the Company Warrant or Company Options; (B) any claim, whether derivative or otherwise, against any director or officer of the Company relating to the sale of the Company or any right relating to corporate governance or under the Company’s Organizational Documents, or to have involved willful misconductunder any indemnification agreement between any Equityholder, on the one hand, and the Company, on the other; provided, further, that the Partnership shall not be required to indemnify or advance expenses to (C) any claim by any Person in connection with an actionthat his, suit her or proceeding initiated by such Person unless the initiation of such action, suit its securities were wrongfully cancelled or proceeding was authorized in advance repurchased by the PartnershipCompany; and provided(D) any claim against the Surviving Corporation, finallyParent, that a Person shall be indemnified hereunder only for those actions taken Merger Sub or omitted any of their Affiliates by an Equityholder based on any act or failure to be taken by such Person in connection with the discharge of such Person’s obligations for the organization act, or any alleged act or failure to act, of the Partnership Equityholders Representative (including fraud, gross negligence, willful misconduct or the management bad faith) in breach of the business and affairs of the Partnership and that the provisions of this Section 5.7 are not intended to extend indemnification to its obligations hereunder or (vii) any Partner or other Person for any obligations of such Partner or other Person undertaken in this AgreementPre-Closing Taxes.

Right to Indemnification. The Partnership shall indemnify Subject to the limitations and conditions set forth 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 (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 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 Partner or indirect officer or employee of the Partnership or organizer while a Partner or officer of the PartnershipPartnership is or was serving at the request of the Partnership as a partner, director, officer, manager, member, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise (a "Covered Person"), shall be indemnified by the Partnership to the fullest extent permitted by the Act, as the same exists or may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership to provide broader indemnification rights than said law permitted the Partnership to provide prior to such amendment) against all liabilities judgments, penalties (including excise and expensessimilar taxes and punitive damages), fines, settlements and reasonable 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 actionProceeding, suit and indemnification under this Section 11.1 shall continue as to a Person who has ceased to serve in the capacity that initially entitled such Person to indemnity under this Section. Such actions covered by such indemnification shall include those brought by a Partner or proceeding (includingthe Partnership. The rights granted pursuant to this Article XI shall be deemed contract rights, without limitationand no amendment, modification or repeal of this Article XI shall have the investigationeffect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any such amendment, defense, settlement modification or appeal of such action, suit or proceeding)repeal. IT IS EXPRESSLY ACKNOWLEDGED THAT THE INDEMNIFICATION PROVIDED IN THIS ARTICLE XI COULD INVOLVE INDEMNIFICATION FOR NEGLIGENCE OR UNDER THEORIES OF STRICT LIABILITY; provided, however, that notwithstanding the foregoing or any other provision of this Agreement, 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 provide indemnification to any Person in connection with an actionrespect of any Disabling Conduct. The negative disposition of any Proceeding by judgment, suit order, settlement, conviction or proceeding initiated by such Person unless the initiation upon a plea of such actionnolo contendere, suit or proceeding was authorized in advance by the Partnership; and providedits equivalent, finallyshall not, that of itself, create 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 presumption that the provisions of this Section 5.7 are not intended Covered Person acted in a manner contrary to extend indemnification to any Partner or other Person for any obligations of such Partner or other Person undertaken the standard set forth in this AgreementSection.

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 or Manager 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 Partnershipany Other Enterprise, such indemnity shall apply 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 any such action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of any 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 negligentdishonest, or to have involved willful misconduct; provided, further, 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 PartnershipMembers of the Company; and provided, finally, provided further 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 and that the Company. The provisions of this Section 5.7 Article V are not intended to extend indemnification to any Partner or other Person Member for any obligations actions taken or omitted to be taken by such Member in any other connection, including, but not limited to, any obligation of such Partner or other Person 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, in and 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 (a) Subject to Section 4.8, the Company will indemnify and hold harmless each Indemnified Person who has been to the fullest extent permitted under the Delaware Act, as may be amended or is a party replaced (but then only to the extent that such amendment or is threatened replacement permits the Company to be made a party to any threatened, pending provide indemnification rights that are broader than those provided by the Company immediately before such amendment or completed action, suit replacement) against all Damages reasonably incurred by such Indemnified Person or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is by or Indemnified Person’s Affiliates in the right defense or investigation of any Proceeding threatened or brought against the Partnership or by third parties), by reason of the fact that Indemnified Person because such Indemnified Person is or was a PartnerUnitholder or is or was serving as a Manager, GP Representativeofficer, trustee of a Partneremployee, direct agent or indirect officer or employee representative of the Partnership or organizer of Company or, at 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 1974Company’s request, as amendeda principal, fines and equityholder, director, manager, officer, employee, agent or representative of any Company Group entity or 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)Person; provided, however, that the Partnership shall Company will not be required obligated to indemnify any Indemnified Person (except to the extent such Indemnified Person is entitled to or advance expenses receives exculpation under Section 6.1) for (i) Damages incurred by the Company, any other Company Group entity or any other Person, (ii) economic losses or Tax obligations incidental to the ownership of Units and/or other Equity Securities or (iii) any Damages attributable to (A) the reckless disregard, willful misconduct or knowing violation of Law or Order by such Indemnified Person or any of its Affiliates, (B) an officer’s (other than any EGI Manager or Ventas Manager serving in an officer capacity) breach of fiduciary duties or breach of such officer’s employment agreement with the Company Group, (C) any legal action or claim brought against the Company Group by or on behalf of the Indemnified Person or any of the Indemnified Person’s Affiliates (other than an action or claim to enforce the Indemnified Person’s rights under this Agreement), (D) any legal action or claim brought against an employee by the Company Group, (E) any legal action by or on behalf of such Indemnified Person or any of such Indemnified Person’s Affiliates challenging the validity or enforceability of this Agreement or any other written contract, agreement or understanding between such Indemnified Person and any Company Group entity, (F) such Indemnified Person’s commission of any felony or any crime involving moral turpitude, (G) such Indemnified Person’s exclusion from participation in any “federal health care program” as defined in 42 U.S.C. § 1320a-7b(f) (including Medicare, Medicaid, TRICARE and similar or successor programs with or for the benefit of any Government Authority) or (H) such Indemnified Person’s fraud, misappropriation or embezzlement with respect 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 AgreementCompany Group property.

Right to Indemnification. The Partnership shall indemnify Subject to the limitations and conditions set forth in this Section 5.7, each Person who has been was or is made a party (or is threatened to be made a party to party) to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative proceeding (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 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 Manager or indirect officer or employee of the Partnership Company or organizer while a Manager or officer of the PartnershipCompany is or was serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another Person (each, an "Indemnified Person"), shall be indemnified by the Company, against all liabilities and expenses, including, without limitation, judgments, amounts paid in settlementpenalties (including excise and similar taxes and punitive damages), attorneys’ feesfines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, fines settlements and other expenses, actually and reasonably incurred by such Person in connection with such action, suit or proceeding reasonable expenses (including, without limitation, the investigation, defense, settlement or appeal of attorneys' fees) actually incurred by 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 Indemnified Person in connection with such Proceeding, and indemnification under this Section 5.7 shall continue as to an action, suit or proceeding initiated by Indemnified Person who has ceased to serve in the capacity which initially entitled such Indemnified 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 Section 5.7 shall be indemnified hereunder only for those deemed contract rights, and no amendment, modification, or repeal of this Agreement 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 any such Person amendment, modification or repeal. The indemnification provided 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 could involve indemnification for negligence or under theories of strict liability but shall not intended to extend indemnification to any Partner or other Person matter for any obligations which the final disposition of the Proceeding determines that the conduct of such Partner Indemnified Person constituted self-dealing or other Person undertaken in this Agreementfraud.

Right to Indemnification. The Partnership shall indemnify Subject to the limitations and conditions set forth 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 (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 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 Partner or indirect officer or employee of the Partnership or organizer while a Partner or officer of the PartnershipPartnership is or was serving at the request of the Partnership as a partner, director, officer, manager, member, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise (a “Covered Person”), shall be indemnified by the Partnership to the fullest extent permitted by the Act, as the same exists or may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership to provide broader indemnification rights than said law permitted the Partnership to provide prior to such amendment) against all liabilities judgments, penalties (including excise and expensessimilar taxes and punitive damages), fines, settlements and reasonable 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 actionProceeding, suit and indemnification under this Section 11.1 shall continue as to a Person who has ceased to serve in the capacity that initially entitled such Person to indemnity under this Section. Such actions covered by such indemnification shall include those brought by a Partner or proceeding (includingthe Partnership. The rights granted pursuant to this Article XI shall be deemed contract rights, without limitationand no amendment, modification or repeal of this Article XI shall have the investigationeffect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any such amendment, defense, settlement modification or appeal of such action, suit or proceeding)repeal. IT IS EXPRESSLY ACKNOWLEDGED THAT THE INDEMNIFICATION PROVIDED IN THIS ARTICLE XI COULD INVOLVE INDEMNIFICATION FOR NEGLIGENCE OR UNDER THEORIES OF STRICT LIABILITY; provided, however, that notwithstanding the foregoing or any other provision of this Agreement, 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 provide indemnification to any Person in connection with an actionrespect of any Disabling Conduct. The negative disposition of any Proceeding by judgment, suit order, settlement, conviction or proceeding initiated by such Person unless the initiation upon a plea of such actionnolo contendere, suit or proceeding was authorized in advance by the Partnership; and providedits equivalent, finallyshall not, that of itself, create 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 presumption that the provisions of this Section 5.7 are not intended Covered Person acted in a manner contrary to extend indemnification to any Partner or other Person for any obligations of such Partner or other Person undertaken the standard set forth in this AgreementSection.

Right to Indemnification. The Partnership shall indemnify each Person Each person who has been was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, administrative 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 director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation or of a Partnerpartnership, direct joint venture, trust or indirect other enterprise, including service with respect to employee benefit plans (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director or officer or employee in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the Delaware General Corporation Law, as the same exists or may hereafter be amended (the “DGCL”) (but, in the case of any such amendment, only to the Partnership or organizer of extent that such amendment permits the PartnershipCorporation to provide broader indemnification rights than permitted prior thereto), against all liabilities expense, liability and expenses, including, without limitationloss (including attorneys’ 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 or to be paid in settlement) reasonably incurred or suffered by such Person Table of Contents indemnitee in connection therewith, and such indemnification shall continue as to an indemnitee who has ceased to be a director or officer, and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 2 of this Article VII, with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such actionindemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Article VII shall be a contract right and, suit or proceeding to the extent not prohibited by applicable law (including, without limitation, Section 402 of the investigationXxxxxxxx-Xxxxx Act of 2002 and any regulations promulgated thereunder), defense, settlement or appeal shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of such action, suit or proceedingits final disposition (hereinafter an “advancement of expenses”); provided, however, that that, if the Partnership DGCL so requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer shall not be required made only upon delivery to indemnify or advance expenses to any Person from the Corporation of an undertaking (hereinafter an “undertaking”), by or on account behalf of such Person’s conduct indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is finally adjudged not entitled 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 such expenses under this Article 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 Agreementotherwise.

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 or Manager 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 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 PartnershipManagement Committee; and provided, finallyfurther, that a Person shall Manager will be indemnified hereunder only for those actions taken or omitted to be taken by such Person Manager in connection with the discharge of such PersonManager’s obligations for the organization of the Partnership or the management of the business and affairs of the Partnership Company and that the provisions of this Section 5.7 5.18 are not intended to extend indemnification to any Partner or other Person Manager for any obligations of such Partner or other Person Manager undertaken in this AgreementAgreement in such Manager’s capacity as a Member. 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 PartnerDirector or officer 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 '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 PartnershipBoard of Directors; and provided, finallyfurther, that a Person Director shall be indemnified hereunder only for those actions taken or omitted to be taken by such Person Director in connection with the discharge of such Person’s Director's obligations for the organization of the Partnership or the management of the business and affairs of the Partnership Company or Other Enterprise and that the provisions of this Section 5.7 5.18 are not intended to extend indemnification to any Partner Director or other Person officer for any obligations of such Partner Director or other Person officer undertaken in this AgreementAgreement in such Director's or officer's capacity as a Member. 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 Corporation, to the fullest extent permitted or required by the DGCL or other applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment and unless applicable law otherwise requires, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), shall indemnify each Person and hold harmless any person who has been is or was a director or officer of the Corporation and who is or was involved in any manner (including, without limitation, as a party or a witness) or is threatened to be made a party to so involved in any threatened, pending or completed investigation, claim, action, suit or proceeding, whether civil, criminal, administrativeadministrative or investigative (including, investigative or appellate (regardless of whether such without limitation, any action, suit or proceeding is proceedings by or in the right of the Partnership or by third parties), Corporation to procure a judgment in its favor) (a “Proceeding”) by reason of the fact that such Person person, or another person of whom such person is the legal representative, is or was a Partnerdirector, GP Representative, trustee of a Partner, direct or indirect officer or employee agent of the Partnership Corporation, or organizer is or was serving at the request of the PartnershipCorporation as a director, against all liabilities and expensesofficer or agent of another corporation, partnership, joint venture, trust or other enterprise (including, without limitation, judgmentsany employee benefit plan) (a “Covered Entity”), amounts paid whether the basis of such Proceeding is alleged action in settlementan official capacity as a director, officer or agent or in any other capacity while serving as a director, officer or agent, against all expenses, liabilities and losses (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, fines and other expenses, amounts paid in settlement) actually and reasonably incurred by such Person person in connection with such actionProceeding and such indemnification shall continue as to a person who has ceased to be a director, suit officer or proceeding (including, without limitation, agent of the investigation, defense, settlement Corporation or appeal of such action, suit or proceeding)a Covered Entity; provided, however, that that, except as provided in Section 6.4(d) of this Article VI with respect to an adjudication of entitlement to indemnification, the Partnership Corporation shall not be required to indemnify or advance expenses to and hold harmless 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 Indemnitee in connection with an action, suit or proceeding a Proceeding initiated by such Person unless the initiation of Indemnitee only if such action, suit or proceeding Proceeding was authorized in advance by the Partnership; and provided, finally, that a Person Board. Any person entitled to indemnification as provided in this Section 6.1 is hereinafter called an “Indemnitee”. Any right of an Indemnitee to indemnification pursuant to this Article VI shall be indemnified hereunder only for those actions taken or omitted a contract right and shall include the right to be taken receive, prior to the conclusion of any Proceeding, payment of any expenses incurred by such Person the Indemnitee 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 Proceeding, consistent with the provisions of this Section 5.7 are not intended to extend indemnification to any Partner the DGCL or other Person for applicable law, as the same exists or may hereafter be amended (but, in the case of any obligations such amendment and unless applicable law otherwise requires, only to the extent that such amendment permits the Corporation to provide broader rights to payment of expenses than such law permitted the Corporation to provide prior to such amendment), and the other provisions of this Article VI; provided that payment of expenses incurred by a person other than a director or officer of the Corporation prior to the conclusion of any Proceeding shall be made, unless otherwise determined by the Board, only upon delivery to the Corporation of an undertaking by or on behalf of such Partner person to the same effect as any undertaking required to be delivered to the Corporation by any director or officer of the Corporation pursuant to the DGCL or other Person undertaken in this Agreementapplicable law.

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 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 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 provided in this ARTICLE VII, 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, administrativeadministrative or arbitrative (hereinafter, investigative 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 Person, or a Person of which such Person is the legal representative, is or was a PartnerMember, GP Representative, trustee of a Partner, direct or indirect officer or employee member of the Partnership Board or organizer Officer 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 Partnershipextent 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, 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 (includingeach a "LOSS"), without limitationunless such Loss shall have been the result of gross negligence, the investigationfraud or intentional misconduct by such Person, 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. Indemnification under this ARTICLE VII shall continue as to any a Person from or on account of such Person’s conduct that is finally adjudged who has ceased to have been knowingly fraudulent, deliberately dishonest or grossly negligent, or to have involved willful misconduct; provided, further, that 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 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 VII shall be indemnified hereunder only for those deemed contract rights, and no amendment, modification or repeal of this ARTICLE VII shall have the effect of limiting or denying any such rights with respect to 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 Proceedings, appeals, inquiries 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 investigations arising prior to any Partner amendment, modification or other Person for any obligations of such Partner or other Person undertaken in this Agreement.repeal. SECTION 7.5

Right to Indemnification. The Partnership shall indemnify Subject to the limitations and conditions as provided in this Article VI, each Person (each an “Indemnified 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 (herein referred to as 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 Indemnified Person or another Person of which such Indemnified Person is the legal representative (i) is or was a PartnerMember, GP Representative, trustee of or (ii) while a Partner, direct Member is or indirect officer or employee was serving at the request of the Partnership Company as a manager, representative, officer, partner, director, principal, member, venturer, proprietor, trustee, employee, agent, or organizer similar functionary of another Entity, shall be indemnified by the PartnershipCompany to the fullest extent permitted by the Act, as the same exists or may hereafter be amended, against all liabilities and expenseslosses, including, without limitationliabilities, judgments, amounts paid in settlementpenalties (including excise and similar taxes and punitive damages), attorneys’ feesfines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, fines settlements and other expenses, actually and reasonably incurred by such Person in connection with such action, suit or proceeding reasonable expenses (including, without limitation, reasonable attorneys’ fees) actually incurred by 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 Indemnified Person in connection with such Proceeding. Any indemnification under this Article VI shall continue as to an actionIndemnified Person who has ceased to serve in the capacity that initially entitled such Indemnified Person to indemnity hereunder. The rights granted pursuant to this Article VI shall be deemed contract rights, suit and no amendment, modification or proceeding initiated by repeal of this Article VI shall have the effect of limiting or denying any such Person rights with respect to actions taken or Proceedings arising prior to any such amendment, modification or repeal. Anything to the contrary notwithstanding in this Article VI, however, unless the initiation of such actionMember otherwise consents, suit or proceeding was authorized in advance by the Partnership; and provided, finally, that a no Indemnified Person shall be indemnified hereunder only for those actions taken any expenses, liabilities and losses suffered that are attributable to such Indemnified Person’s or omitted to be taken his, her or its Affiliates’ gross negligence, willful misconduct or knowing violation of law, breach of fiduciary duty, breach of loyalty, misappropriation of business opportunities, or for any present or future breaches of any representations, warranties or covenants by such Indemnified Person or his, her or its Affiliates contained herein or in connection other agreements 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 AgreementCompany.

Right to Indemnification. The Partnership Company shall indemnify each Person Person, or any shareholder, officer, director or employee of such 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 or Manager 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 PartnershipManagers; and provided, finallyfurther, that a Person Manager shall be indemnified hereunder only for those actions taken or omitted to be taken by such Person Manager in connection with the discharge of such PersonManager’s obligations for the organization of the Partnership or the management of the business and affairs of the Partnership Company and that the provisions of this Section 5.7 5.19 are not intended to extend indemnification to any Partner or other Person Manager for any obligations of such Partner or other Person Manager undertaken in this AgreementAgreement in such Manager’s capacity as a Member. 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 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 Company shall indemnify and hold harmless, to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended, the Oaktree Director and/or the Observer, as applicable (each as defined in the Credit Agreement), the Investors and their respective Affiliates (other than the Company and its Subsidiaries) and direct and indirect partners (including partners of partners and stockholders and members of partners), members, stockholders, managers, directors, officers, employees and agents and each Person who 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 by third partiesSection 20 of the Exchange Act (the “Covered Persons”) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees), sustained or suffered by any such Covered Person based upon, relating to, arising out of, or by reason of 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 Person in connection with claim, a “Claim”), except to the discharge of extent such Person’s obligations for Claim is due to or stems from the organization gross negligence, willful misconduct or fraud of the Partnership or Oaktree Director and/or the management Observer, as applicable, the Investors and their respective Affiliates (other than the Company and its Subsidiaries). Notwithstanding anything herein to the contrary, in no event shall the aggregate liability of the business and affairs of Company under this Article V exceed an amount equal to the Partnership and that Total Accrued Dividend Amount set forth in Exhibit A to 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 Purchase Agreement.

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 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 Representativea director or an officer of the Company, trustee a Representative 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 Partnershipany 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 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 PartnershipBoard of Directors; and provided, finallyhowever, that a Person director or an officer or Representative 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 in connection with the management of the business and affairs of the Partnership Company or any Other Enterprise. 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. The foregoing right to indemnification shall apply to all Persons serving as directors or officers and that to all Persons who serve as a Representative at any time or who serve at any time at the provisions request of this Section 5.7 are not intended to extend indemnification to the Company as a director, officer or in any Partner other comparable position of any Other Enterprise. Nothing herein prevents the Member from indemnifying its representatives or directors or officers under such Member’s organizational documents or other agreements. If any Person for any obligations of such Partner or other Person undertaken in this Agreementis entitled to indemnification both from the Company and from a Member, then indemnification would come first from the Company and thereafter from the Member.

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 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 or Manager 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 '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 PartnershipManagement Committee; and provided, finallyfurther, that a Person Manager shall be indemnified hereunder only for those actions taken or omitted to be taken by such Person Manager in connection with the discharge of such Person’s Manager's obligations for the organization of the Partnership or the management of the business and affairs of the Partnership Company and that the provisions of this Section 5.7 5.12 are not intended to extend indemnification to any Partner or other Person Manager for any obligations of such Partner or other Person Manager undertaken in this AgreementAgreement in such Manager's capacity as a Member. 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 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 of the Company, 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, 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 knowingly fraudulent, deliberately dishonest the cause of action so adjudicated or grossly negligent, (ii) that such Person personally gained in fact a financial profit or other advantage to have involved willful misconductwhich such Person was not legally entitled; 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 PartnershipRepresentative; and provided, finallyfurther, that a Person shall Representative or Officer will be indemnified hereunder only for those actions taken or omitted to be taken by such Person Representative or Officer in connection with the discharge of such PersonRepresentative’s or Officer’s obligations for the organization of the Partnership or the management of the business and affairs of the Partnership Company and that the provisions of this Section 5.7 5.10 are not intended to extend indemnification to any Partner Representative or other Person Officer for any obligations of such Partner Representative or other Person Officer undertaken in this AgreementAgreement in such Representative’s or Officer’s capacity as a Representative or Officer. 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 PartnerVoting Member of the Company, GP Representativea director or an officer of the Company, trustee a Representative 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 Partnershipany 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, 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 PartnershipBoard of Directors; and provided, finallyhowever, that a Person director or an officer or Representative 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 in connection with the management of the business and affairs of the Partnership Company or any Other Enterprise. 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. The foregoing right to indemnification shall apply to all Persons serving as directors or officers and that to all Persons who serve as a Representative at any time or who serve at any time at the provisions request of this Section 5.7 are not intended to extend indemnification to the Company as a director, officer or in any Partner other comparable position of any Other Enterprise. Nothing herein prevents any Member from indemnifying its representatives or directors or officers under such Member's organizational documents or other agreements. If any Person for any obligations of such Partner or other Person undertaken in this Agreementis entitled to indemnification both from the Company and from a Member, then indemnification would come first from the Company and thereafter from the Member.

Right to Indemnification. The Partnership shall indemnify each Person Consultant and any Consultant member or affiliate who has been was or is a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, administrative or investigative or appellate (regardless of whether such action, suit or proceeding is by or in the right of the Partnership or by third parties“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 director or indirect officer or employee of the Partnership Corporation or, as a director or organizer officer of the PartnershipCorporation, is or was serving at the written request of the Corporation’s Board of Directors or its designee as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, trustee, employee or agent or in any other capacity, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by law, including but not limited to U.S., Nevada and California General Corporation Laws, 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 Corporation to provide broader indemnification rights than said Law permitted the Corporation to provide prior to such amendment), against all liabilities and expenses, including, without limitationliability and loss (including attorney’s fees, judgments, amounts paid in settlementfines, attorneys’ fees, ERISA excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, fines and other expenses, actually and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Person person in connection with such action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding)therewith; provided, however, that the Partnership Corporation 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 person seeking indemnity in connection with an action, suit or proceeding (or part thereof) initiated by such Person unless the initiation of person only if such action, suit or proceeding (or part thereof) initiated by such person was authorized by the board of directors of the Corporation. Such right shall include the right to be paid by the Corporation expenses, including attorney’s fees, incurred in defending any such Proceeding in advance by the Partnershipof its final disposition; and provided, finallyhowever, that a Person the payment of such expenses in advance of the final disposition of such Proceeding shall be indemnified hereunder made only for those actions taken upon delivery to the Corporation of an undertaking, by or omitted on behalf of such director or officer, in which such director or officer agrees to repay all amounts so advanced if it should be ultimately determined by a court or other tribunal that such person is not entitled 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 indemnified under 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 Agreementotherwise.

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.

Right to Indemnification. The Partnership shall indemnify each Person (a) Each person who has been was or is a party or is threatened to be made a party to to, or was or is otherwise involved in, any action, suit, arbitration, alternative dispute resolution mechanism, investigation, inquiry, judicial, administrative or legislative hearing, or any other threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is brought by or in the right of the Partnership Corporation or by third partiesotherwise, including any and all appeals, whether of a civil, criminal, administrative, legislative, investigative or other nature (hereinafter a “proceeding”), by reason of the fact that such Person he or she is or was a Partnerdirector or an officer of the Corporation or while a director or an officer of the Corporation is or was serving at the request of the Corporation as a director, GP Representativeofficer, employee, agent or trustee of another corporation or of a Partnerpartnership, direct joint venture, trust or indirect officer other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), or employee by reason of anything done or not done by him or her in any such capacity, shall be indemnified and held harmless by the Partnership Corporation to the fullest extent authorized by the DGCL, as the same exists or organizer of the Partnershipmay hereafter be amended, against all liabilities expense, liability and expenses, including, without limitation, judgments, amounts paid in settlement, loss (including attorneys’ fees, judgments, fines, ERISA excise taxes taxes, penalties and amounts paid in settlement by or penalties under on behalf of the Employee Retirement Income Security Act of 1974, as amended, fines and other expenses, indemnitee) actually and reasonably incurred by such Person indemnitee in connection with such actiontherewith, suit or proceeding (including, without limitation, all on the investigation, defense, settlement or appeal of such action, suit or proceeding)terms and conditions set forth in these Bylaws; provided, however, that that, except as otherwise required by law or provided in Section 6.4 with respect to suits to enforce rights under this Article VI, the Partnership Corporation 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 indemnitee in connection with an actiona proceeding, suit or part thereof, voluntarily initiated by such indemnitee (including claims and counterclaims, whether such counterclaims are asserted by such indemnitee or the Corporation in a proceeding initiated by such Person unless the initiation of indemnitee) only if such actionproceeding, suit or proceeding part thereof, was authorized in advance or ratified 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 Board of such Person’s obligations for the organization of the Partnership Directors or the management Board of the business and affairs Directors otherwise determines that indemnification or advancement 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 Agreementexpenses is appropriate.

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 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 RepresentativeDirector or officer of the Company, 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 Partnershipany Other Enterprise, against all liabilities and expenses, including, without limitation, including 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, including the investigation, defense, settlement or appeal of such action, suit or proceeding); provided, however, that the Partnership shall Company will 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 will 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 PartnershipBoard of Directors or the Voting Members; and provided, finallyfurther, that a Person shall Director or officer will be indemnified hereunder only for those actions taken or omitted to be taken by such Person Director or officer in connection with the discharge of such PersonDirector’s or officer’s obligations for the organization of the Partnership or in connection with the management of the business and affairs of the Partnership Company, Inergy Holdings or any Other Enterprise. 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. The foregoing right to indemnification will apply to all Persons serving as Directors or officers and that to all Persons who serve as a representatives of the provisions Company at any time or who serve at any time at the request of this Section 5.7 are not intended to extend indemnification to the Company as a director, officer or in any Partner other comparable position of any Other Enterprise. Nothing herein prevents one or more of the Members or Inergy Holdings from indemnifying their respective representatives or directors or officers under such Member’s or Inergy Holdings’ organizational documents or other agreements. If any Person for any obligations of such Partner is entitled to indemnification both from the Company, from a Member or other Person undertaken in this Agreementfrom Inergy Holdings, then indemnification would come first from Inergy Holdings, then the Company and thereafter from the Member.

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 Partnership shall indemnify each Person Subject to the limitations and conditions set forth herein, the Member who has been was or is made a party (or is threatened to be made a party to party) to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative proceeding (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 Person he or she, or a person of whom he or she is the legal representative, is or was the Member or a Partner, GP Representative, trustee of a Partner, direct manager or indirect officer or employee of the Partnership Company or, while such person is or organizer was serving at the request 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 1974Company, as amendeda manager, fines and director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another corporation, partnership, joint venture, trust, employee benefit plan or any other expensesenterprise (each, actually and reasonably incurred an “Indemnified Person”), shall be indemnified by such Person in connection with such action, suit or proceeding the Company to the fullest extent permitted by law (including, without limitation, the investigationindemnification against negligence, defensegross negligence or breach of duty) against judgments, settlement or appeal of penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorneys’ fees) actually incurred by 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 Indemnified Person in connection with an actionsuch Proceeding, suit if the Indemnified Person acted in good faith and in a manner he or proceeding initiated by such she reasonably believed to be in, or not opposed to, the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. The indemnities hereunder shall survive termination of the Company. Each Indemnified Person unless shall have a claim against the initiation property and assets of such actionthe Company for payment of any indemnity amounts from time to time due hereunder, suit which amounts shall be paid or proceeding was authorized in advance properly reserved for prior to the making of distributions by the Partnership; and provided, finally, that a Company to the Member. Indemnification under this section shall continue as to an Indemnified Person who has ceased to serve in the capacity which initially entitled such Indemnified Person to indemnity hereunder. The rights granted pursuant to this section shall be indemnified hereunder only for those deemed contract rights, and no amendment, modification, or repeal of this Agreement shall have the effect of limiting or denying any such rights with respect to 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 Proceedings arising prior to any Partner such amendment, modification or other Person for any obligations of such Partner or other Person undertaken in this Agreementrepeal.

Right to Indemnification. The Partnership shall Company hereby agrees to indemnify and hold harmless any Person (including such Person’s heirs, successors, assigns, executors or administrators, each Person who has been an “Indemnified Person”) to the fullest extent permitted under the Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Company is a party providing immediately prior to such amendment), against all claims, damages, expenses (including reasonable attorney’s fees and other legal fees and expenses), liabilities, losses, judgments, fines, settlements and other amounts of any nature whatsoever, known or is threatened to be made a party to unknown, liquid or illiquid arising from any and all threatened, pending or completed actionclaims, suit demands, actions, suits or proceedingproceedings, whether civil, criminal, administrative, investigative or appellate investigative, and whether formal or informal, including appeals (regardless “Actions”), in which such Person may be involved, or is threatened to be involved, as a party or otherwise, by reason of whether any act performed or omitted to be performed by such action, suit or proceeding is by or in the right Person on behalf of the Partnership Company or by third parties), by reason of the fact that such the Person is or was a Partnerserving as an Officer, GP RepresentativeManager, trustee of a Partnertrustee, direct employee, representative or indirect officer or employee agent of the Partnership Company or organizer is or was serving at the request of the PartnershipCompany or the Board as a managing member, against all liabilities and expensessole member, includingmanager, without limitationofficer, judgmentsdirector, amounts paid in settlementprincipal or member of another corporation, attorneys’ feespartnership, excise taxes joint venture, limited liability company, trust or penalties under the Employee Retirement Income Security Act of 1974, as amended, fines and other expenses, actually and reasonably incurred by enterprise if (i) such Person acted in connection with such actiongood faith, suit or proceeding (including, without limitation, within 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 scope of such Person’s conduct that is finally adjudged authority, and in a manner it believed to have been knowingly fraudulent, deliberately dishonest or grossly negligentbe in, or not contrary to, the best interests of the Company, (ii) the Action was not initiated by the Person (other than an action to enforce such Person’s rights to indemnification or advance of expenses under this Section 4.1), (iii) the Person has not been established by a final judgment of a court of competent jurisdiction to be liable to the Company, and (iv) such action or inaction did not constitute fraud or willful misconduct by such Person; provided that notwithstanding anything to the contrary in this Agreement, the indemnification rights and obligations set forth in this Agreement shall not apply to any breaches of fiduciary duties set forth in Section 3.5, to the extent (and only to the extent) that it has been finally determined by a court of competent jurisdiction that, respectively, a director of a Delaware corporation would be prohibited by the laws of the State of Delaware from being indemnified with respect to such matter or a Delaware corporation is prohibited by the laws of the State of Delaware from indemnifying a member of its board of directors with respect to such matter. Expenses, including attorneys’ fees and expenses, incurred by any such indemnified Person in defending any Action shall be paid by the Company as incurred in advance of the final disposition of such Action, including any appeal therefrom, upon receipt of an undertaking by or on behalf of such indemnified Person to repay such amount if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified by the Company. The rights granted pursuant to this Article IV shall be deemed contract rights and no amendment, modification or repeal of Section 3.5 or this Article IV shall have involved willful misconduct; providedthe effect of limiting or denying any such rights with respect to actions taken or proceedings arising prior to any amendment, further, modification or repeal. It is expressly acknowledged that the Partnership indemnification provided in this Article IV could involve indemnification for negligence or under theories of strict liability. An indemnified Person shall not be required denied indemnification in whole or in part under this Article IV because the Person had an interest in the transaction with respect to indemnify or advance expenses to any Person in connection with an action, suit or proceeding initiated by such Person unless which the initiation of such action, suit or proceeding indemnification applies if the transaction was authorized in advance otherwise permitted 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 terms 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.