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. (a) The Partnership shall Company shall, to the fullest extent permitted by law, indemnify each Person who has been Manager, the Member, any owner or principal of the Member, any person that is a party director, officer, employee, agent or representative of the Member, and any other persons as the Member may reasonably designate from time to time (each, an "Indemnitee") from and against any and all losses, claims, damages, liabilities, costs and expenses (including attorneys' fees and costs), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Company in which any Indemnitee may be involved, or is threatened to be made involved, as a party or otherwise, unless it is established that an act or omission of the Indemnitee was material to any threatenedthe matter giving rise to the claim, pending or completed actiondemand, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding and (i) was committed in bad faith, (ii) was the result of active and deliberate dishonesty, or (iii) constituted gross negligence or willful misconduct or a willful breach of this Agreement or any other agreement to which such Indemnitee is by or in the right a party. Any indemnification pursuant to this Section 3.1 shall be made only out of the Partnership or by third parties), by reason assets of the fact that such Person is or was a PartnerCompany, GP Representative, trustee of a Partner, direct or indirect officer or employee of and 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 Member shall not be required to indemnify contribute or advance funds to the Company to enable the Company to satisfy its obligations under this Section 3.1. (b) Reasonable expenses incurred by an Indemnitee who is a party to any Person from a proceeding shall be paid or reimbursed by the Company in advance of the final disposition of the proceeding upon receipt by the Company of (i) a written affirmation by the Indemnitee of the Indemnitee's good faith belief that it is entitled to indemnification by the Company pursuant to this Section 3.1 with respect to such expenses and proceeding, and (ii) a written undertaking by or on account behalf of such Person’s conduct that is finally the Indemnitee, to and in favor of the Company, wherein the Indemnitee agrees to repay the amount if it shall ultimately be adjudged not to have been knowingly fraudulent, deliberately dishonest or grossly negligent, or entitled 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 indemnification under this Section 3.1. (c) The provisions of this Section 5.7 3.1 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not intended be deemed to extend indemnification to create any Partner or rights for the benefit of any other Person for any obligations of such Partner or other Person undertaken in this AgreementPersons.

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 (a) Except for an action brought by the Company or a Member on the basis of an action of the Officer or Manager ultimately determined to constitute conduct falling within any of the circumstances in Sections 9.1(a) through 9.1(d), the Company shall indemnify each Person any person (each, an “Indemnitee”) who has been was or is a party or is threatened to be made a party to any threatened, pending pending, or completed action, suit suit, or proceeding, whether civil, criminal, administrative, investigative arbitrative, 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 the Indemnitee is or was a PartnerMember, GP RepresentativeOfficer, trustee of a Partner, direct or indirect officer or employee Manager of the Partnership Company, or organizer is or was acting as an agent of the PartnershipCompany, or 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 corporation, partnership, joint venture, trust, sole proprietorship, employee benefit plan, or other enterprise, against all liabilities and expenses, including, without limitation, judgments, amounts paid in settlement, 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 the Indemnitee in connection with such therewith to the extent that the Indemnitee has been wholly successful on the merits or otherwise in defense of the action, suit suit, or proceeding proceeding. (includingb) The Company shall indemnify any Indemnitee who was or is a party or is threatened to be made a party to any threatened, without limitationpending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, by reason of the fact that the Indemnitee is or was an Officer or Manager of the Company, or is or was acting as an agent of the Company, or 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 corporation, partnership, joint venture, trust, sole proprietorship, employee benefit plan, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by the Indemnitee, and against judgments, penalties (including excise and similar taxes), fines, and amounts paid in settlement by the Indemnitee in connection therewith, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed, in the case of conduct in the Indemnitee’s official capacity, to be in the best interests of the Company or, in all other cases, to be not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, if the Indemnitee had no reasonable cause to believe the Indemnitee’s conduct was unlawful, except that if the Indemnitee is found liable to the Company or is found liable on the basis that personal benefit improperly was received by the Indemnitee, the investigation, defense, settlement or appeal of such action, suit or proceeding); provided, however, that the Partnership shall not be required indemnification provided pursuant to indemnify or advance this Section 9.2 (i) is limited to 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 actually and reasonably incurred 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 Indemnitee in connection with the discharge proceeding and (ii) will not be made in respect of such Person’s obligations any proceeding in which the Indemnitee is found liable for willful or intentional misconduct in the organization performance of the Partnership Indemnitee’s duty to the Company. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that the management Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the business and affairs of the Partnership and Company, or, with respect to any criminal action or proceeding, that the provisions Indemnitee had reasonable cause to believe that the Indemnitee’s conduct was unlawful. An Indemnitee will be deemed to have been found liable in respect of this Section 5.7 are not intended to extend indemnification to any Partner claim, issue, or other Person for any obligations matter only after the Indemnitee has been so adjudged by a court of such Partner or other Person undertaken in this Agreementcompetent jurisdiction after exhaustion of all appeals therefrom.

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

Right to Indemnification. The Partnership shall indemnify 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 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. The Partnership Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, each Stockholder, its Affiliates and its direct and indirect partners (including partners of partners and stockholders and members of partners), members, stockholders, managers, directors, officers, employees and agents and each Person who has been or is a party or is threatened to be made a party to controls any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is by or in them within the right meaning of Section 15 of the Partnership Securities Act or Section 20 of the Exchange Act (the “Covered Persons”) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees) sustained or suffered by third parties)any such Covered Person based upon, relating to, arising out of, or by reason of the fact that any third party or governmental claims relating to such Person is Covered Person’s status as a stockholder or was a Partner, GP Representative, trustee of a Partner, direct or indirect officer or employee controlling person of the Partnership Company (including any and all losses, claims, damages or organizer liabilities under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, which relate directly or indirectly to the registration, purchase, sale or ownership of any Equity Securities of the PartnershipCompany or to any fiduciary obligation owed with respect thereto), against all liabilities and expenses, including, without limitation, judgments, amounts paid in settlement, attorneys’ fees, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, fines and other expenses, actually and reasonably incurred by such Person including in connection with such action, suit any third party or proceeding (including, without limitation, the investigation, defense, settlement governmental action or appeal of such action, suit or proceeding); provided, however, that the Partnership shall not be required to indemnify or advance expenses claim relating to any Person from or on account of such Person’s conduct that is finally adjudged to have been knowingly fraudulent, deliberately dishonest or grossly negligent, or to have involved willful misconduct; provided, further, that the Partnership shall not be required to indemnify or advance expenses to any Person in connection with an action, suit or proceeding initiated by such Person unless the initiation of such action, suit or proceeding was authorized in advance by the Partnership; and provided, finally, that a Person shall be indemnified hereunder only for those actions action taken or omitted to be taken or alleged to have been taken or omitted to have been taken by any Covered Person as a stockholder or controlling person, including claims alleging so-called control person liability or securities law liability (any such claim, a “Claim”). Notwithstanding the preceding sentence, except as otherwise provided in Section 5.3, the Corporation shall be required to indemnify a Covered Person in connection with a Claim (or part thereof) commenced by such Covered Person only if the discharge commencement of such Person’s obligations for Claim (or part thereof) by the organization Covered Person was authorized by the Board of the Partnership or the management of the business and affairs of the Partnership and that the provisions of this Section 5.7 are not intended to extend indemnification to any Partner or other Person for any obligations of such Partner or other Person undertaken in this AgreementDirectors.

Right to Indemnification. The Partnership shall 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 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 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 each Person Each person who has been was or is a party or is threatened to be made a party to or is involved (as a party, witness, or otherwise), in any threatened, pending pending, or completed action, suit suit, or proceeding, whether civil, criminal, administrative, or investigative or appellate (regardless of whether such actionhereinafter, 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 person, or another person of whom such person is the legal representative, is or was a Partnerdirector, GP Representativeofficer, trustee employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a Partner, direct foreign or indirect officer or employee domestic corporation that was a predecessor corporation of the Partnership corporation or organizer of another enterprise at the request of such predecessor corporation, including service with respect to employee benefit plans, whether the basis of the PartnershipProceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any other capacity while serving as a director, officer, employee, or agent (hereafter an “Agent”), shall be indemnified and held harmless by the corporation to the fullest extent authorized by statutory and decisional law, as the same exists or may hereafter be interpreted or amended (but, in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the corporation to provide broader indemnification rights than were permitted prior thereto) against all liabilities and expenses, includingliability, without limitationand loss (including attorneys’ fees, judgments, fines, ERISA excise taxes and penalties, amounts paid or to be paid in settlement, attorneys’ feesany interest, excise assessments, or other charges imposed thereon, and any federal, state, local, or foreign taxes imposed on any Agent as a result of the actual or penalties deemed receipt of any payments under the Employee Retirement Income Security Act of 1974, as amended, fines and other expenses, actually and this Article) reasonably incurred or suffered by such Person person in connection with such actioninvestigating, suit defending, being a witness in, or proceeding participating in (includingincluding on appeal), without limitationor preparing for any of the foregoing in, any Proceeding (hereafter “Expenses”); provided that except as to actions to enforce indemnification rights pursuant to Section 10.3, the investigation, defense, settlement or appeal of such action, suit or proceeding); 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 Agent seeking indemnification in connection with an action, suit a Proceeding (or proceeding part thereof) initiated by such Person unless person only if the initiation of such action, suit Proceeding (or proceeding part thereof) was authorized in advance by the Partnership; and provided, finally, that a Person Board of the corporation. The right to indemnification conferred in this Article shall be indemnified hereunder only for those actions taken or omitted to be taken a contract right. It is the corporation’s intention that these Bylaws provide indemnification in excess of that expressly permitted by such Person in connection with the discharge of such Person’s obligations for the organization Section 317 of the Partnership or California Corporations Code, as authorized by the management corporation’s Articles 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 AgreementIncorporation.

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

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

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

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

Right to Indemnification. The Partnership shall indemnify 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 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 (a) Subject to the limitations set forth in this Article VI, from and after the date hereof, the Optionee Indemnitees shall indemnify each Person who has been or is a party or is threatened be entitled to be made a party indemnified, up to an amount not exceeding the Indemnity Cap, against any threatened, pending Damages actually incurred by any Optionee Indemnitee arising out of or completed action, suit resulting from: (i) any breach of any representation or proceeding, whether civil, criminal, administrative, investigative warranty set forth in Article III; or appellate (regardless ii) any breach of whether such action, suit any covenant or proceeding is by or in the right agreement 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 Company set forth 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)this Agreement; provided, however, that the Partnership Indemnity Cap and the Basket shall not be required to indemnify or advance expenses apply to any Person from claims related to an inaccuracy or breach of any representations, warranties, covenants or agreements under **** (collectively, the “Fundamental Representations”), and any claims based on account a finding of actual fraud involving a knowing and intentional misrepresentation of a fact material to the transactions contemplated by this Agreement made with the intent of inducing any other party hereto to enter into this Agreement and upon which 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 other party has relied (as opposed to any Person fraud claim based on constructive knowledge, negligent misrepresentation or a similar theory) under applicable tort laws. (b) Subject to the limitations set forth in connection with an actionthis Article VI, suit or proceeding initiated by such Person unless from and after the initiation of such actiondate hereof, suit or proceeding was authorized in advance by the Partnership; and provided, finally, that a Person Company Indemnitees shall be indemnified hereunder only for those actions taken or omitted entitled to be taken indemnified by such Person Optionee against any Damages actually incurred by any Company Indemnitee arising out of or resulting from: (i) any breach of any representation or warranty set forth in connection with the discharge Article IV; or (ii) any material breach of such Person’s obligations for the organization any covenant or agreement 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 Optionee set forth in this Agreement. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ****, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

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. (a) The Partnership shall Company shall, to the fullest extent permitted by law, indemnify each Person who has been any and all Indemnitees from and against any and all losses, claims, damages, liabilities, costs and expenses (including attorneys' fees and costs), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or is a party proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Company in which any Indemnitee may be involved, or is threatened to be made involved, as a party or otherwise, unless it is established that an act or omission of the Indemnitee was material to any threatenedthe matter giving rise to the claim, pending or completed actiondemand, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding and (i) was committed in bad faith, (ii) was the result of active and deliberate dishonesty, or (iii) constituted gross negligence or willful misconduct or a willful breach of this Agreement or any other agreement to which such Indemnitee is by or in the right a party. Any indemnification pursuant to this Section 5.1 shall be made only out of the Partnership or by third parties), by reason assets of the fact that such Person is or was a PartnerCompany, 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 no Member shall not be required to indemnify contribute or advance funds to the Company to enable the Company to satisfy its obligations under this Section 5.1. (b) Reasonable expenses incurred by an Indemnitee who is a party to any Person from a proceeding shall be paid or reimbursed by the Company in advance of the final disposition of the proceeding upon receipt by the Company of (i) a written affirmation by the Indemnitee of the Indemnitee's good faith belief that it is entitled to indemnification by the Company pursuant to this Section 5.1 with respect to such expenses and proceeding, and (ii) a written undertaking by or on account behalf of such Person’s conduct that is finally the Indemnitee, to and in favor of the Company, wherein the Indemnitee agrees to repay the amount if it shall ultimately be adjudged not to have been knowingly fraudulent, deliberately dishonest or grossly negligent, or entitled 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 indemnification under this Section 5.1. (c) The provisions of this Section 5.7 5.1 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not intended be deemed to extend indemnification to create any Partner or rights for the benefit of any other Person for any obligations of such Partner or other Person undertaken in this AgreementPersons.

Right to Indemnification. The Partnership shall indemnify each Person 861 Each person who has been or is a party was, or is threatened to be made a party to or is otherwise involved (including, 862 without limitation, as a witness) in any threatened, pending actual or completed threatened action, suit suit, or proceeding, whether 863 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 Partner, GP Representative, trustee of a Partner, direct or indirect officer 864 Governing Board Member or employee of the Partnership Authority, or organizer was a former member of either the Partnership865 Governing Committee or Implementation Board, acting within the course and scope of carrying 866 out duties under this Agreement, whether the basis of such proceeding is alleged action in an 867 official capacity as a director, trustee, officer, employee, or agent, or in any other capacity relating 868 to the Authority, shall be indemnified and held harmless by the Authority to the full extent 869 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 870 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 871 incurred or suffered by such Person person in connection therewith, and such indemnification shall 872 continue as to a person who has ceased to be in such position and shall inure to the benefit of his or 873 her heirs, executors and administrators; provided, however, that except as provided in this Section 874 5 of Article VIII with respect to proceedings seeking to enforce rights to indemnification, the 875 Authority shall indemnify any such person seeking indemnification in connection with such action, suit or a 876 proceeding (includingor part thereof) initiated by such person only if such proceeding (or part thereof) was 877 authorized by the Governing Board; provided, without limitationfurther, the investigation, defense, settlement or appeal right to indemnification conferred in 878 this Section 5 of Article VIII shall be a contract right and shall include the right to be paid by the 879 Authority the expenses incurred in defending any such action, suit or proceeding)proceeding in advance of its final 880 disposition; provided, however, that the Partnership payment of such expenses in advance of the final 881 disposition of a proceeding shall not be required made only upon delivery to indemnify or advance expenses to any Person from the Authority of an undertaking, 882 by or on account behalf of such Person’s conduct person, to repay all amounts so advanced if it shall ultimately be determined 883 that such person is finally adjudged not entitled to have been knowingly fraudulent, deliberately dishonest be indemnified under this Section 5 of Article VIII or grossly negligent, or to have involved willful misconduct; providedotherwise. 884 885 Provided, further, that the Partnership foregoing indemnity may not apply, at the discretion of the Authority, 886 to any person from or on account of: 887 888 A. Acts or omissions of such person finally adjudged to be reckless misconduct, intentional 889 misconduct or a knowing violation of law; or 890 891 B. Any transaction with respect to which it was finally adjudged that such person 892 personally received a benefit in money, property, or services to which such person was not 893 legally entitled. 894 895 If a claim under this Section 5 of Article VIII is not paid in full by the Authority within sixty (60) 896 days after a written claim from a person indemnified under this Section has been received by the 897 Authority, except in the case of a claim for expenses incurred in defending a proceeding in 898 advance of its final disposition, in which case the applicable period shall be twenty (20) days, the 899 claimant may at any time thereafter bring suit against the Authority to recover the unpaid amount 900 of the claim and, to the extent successful in whole or in part, the claimant shall be entitled to be 901 paid also the expense of prosecuting such claim. The claimant shall be presumed to be entitled 902 to indemnification under this Section 5 of Article VIII upon submission of a written claim from a 903 third-party that on its face is covered by Authority’s indemnification obligation (and, in an action 904 brought to enforce a claim for expenses incurred in defending any proceeding in advance of its 905 final disposition, where the required undertaking has been tendered to the Authority), and 906 thereafter the Authority shall have the burden of proof to overcome the presumption that the 907 claimant is so entitled. Neither the failure of the Authority (including the Governing Board or 908 independent legal counsel) to have made a determination prior to the commencement of such 909 action that indemnification of or reimbursement or advancement of expenses to the claimant is 910 proper nor a determination by the Authority (including its Governing Board Members or 911 independent legal counsel) that the claimant is not entitled to indemnification or to the 912 reimbursement or advancement of expenses shall be a defense to the action or create a 913 presumption that the claimant is not so entitled. 914 915 The right of indemnification and the payment of expenses incurred in defending a proceeding in 916 advance of its final disposition conferred in this Section 5 of Article VIII shall not be required exclusive 917 of any other right which any person may have or hereafter acquire under any statute, provision of 918 this Agreement, Bylaws, any other agreement or otherwise. 919 920 The Authority shall maintain in full force and effect public liability insurance in an amount 921 sufficient to indemnify cover potential claims for bodily injury, death or advance expenses disability and for property damage, 922 which may arise from or be related 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; projects 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 activities of the Partnership or the management of the business Authority and affairs of the Partnership its Governing 923 Board Members, staff 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.employees. 924

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

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

Right to Indemnification. The Partnership shall 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. (a) The Partnership Company shall indemnify indemnify, to the fullest extent now or hereafter permitted by law, each Person Representative (including each former Representative) of the Company who has been was or is made a party to or a witness in or is threatened to be made a party to or a witness in any threatened, pending or completed actionaction or proceeding in any way related to or arising from the Company, suit whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was an authorized representative of the Company, against all expenses (including attorneys' fees and disbursements), judgments, fines (including excise taxes and penalties) and amounts paid in settlement actually and reasonably incurred by such person in connection with such action or proceeding. (b) The Company shall pay all expenses (including attorneys' fees and disbursements) incurred by a Representative (including a former Representative) referred to in Section 5.11(a) hereof in defending or appearing as a witness in any action or proceeding described in Section 5.11(a) hereof in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such person to repay all amounts advanced if it is ultimately determined that he or she is not entitled to be indemnified by the Company as provided in Section 5.11(d) hereof. (c) The Company may, as determined by the Executive Committee from time to time, indemnify to the fullest extent now or hereafter permitted by Applicable Law, any Person who was or is made a party to or a witness in or is threatened to be made a party to or a witness in, or was or is otherwise involved in, any threatened, pending or completed action or proceeding, whether civil, criminal, administrative, investigative administrative 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 is or was a Partner, GP Representative, trustee of a Partner, direct or indirect officer or employee an authorized representative of the Partnership Company, both as to action in such Person's official capacity and as to action in another capacity while holding such office or organizer of the Partnershipposition, against all liabilities expenses (including attorneys' fees and expenses, including, without limitationdisbursements), judgments, fines (including excise taxes and penalties), and 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, settlement actually and reasonably incurred by such Person in connection with such actionaction or proceeding. The Company may, suit as determined by the Executive Committee from time to time, pay expenses incurred by any such Person by reason of his or her participation in an action or proceeding (including, without limitation, referred to in this Section 5.11(c) in advance of the investigation, defense, settlement or appeal final disposition of such action, suit action or proceeding); provided, however, proceeding upon receipt of an undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Partnership Company as provided in Section 5.11(d) hereof. (d) Indemnification under this Section 5.11 shall not be required made by the Company in any case where a court determines that the alleged act or failure to indemnify act giving rise to the claim for indemnification is expressly prohibited by the VLLCA or advance expenses any successor statute as in effect at the time of such alleged action or failure to take action. (e) The Company may purchase and maintain insurance on behalf of any Person from who is or on account of such Person’s conduct that is finally adjudged to have been knowingly fraudulent, deliberately dishonest or grossly negligentwas a Representative, or to have involved willful misconduct; providedis or was an authorized representative of the Company, further, that the Partnership shall not be required to indemnify against any liability asserted against 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 incurred by such Person in connection with any such capacity, or arising out of the discharge status of such Person as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of this Section. (f) Each Representative shall be deemed to act in such capacity in reliance upon such rights of indemnification and advancement of expenses as are provided in this Section 5.11. The rights of indemnification and advancement of expenses provided by this Section 5.11 shall not be deemed exclusive of any other rights to which any Person seeking indemnification or advancement of expenses may be entitled under any agreement, statute or otherwise, both as to action in such Person's official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be an authorized representative of the Company and shall inure to the benefit of the heirs and personal representatives of such Person’s obligations for . Indemnification and advancement of expenses under this Section 5.11 shall be provided whether or not the organization indemnified liability arises or arose from any threatened, pending or completed action by or in the right of the Partnership Company. Any repeal or modification of this Section 5.11 shall not adversely affect any right or protection existing at the management time of such repeal or modification to which any person may be entitled under this Section 5.11. (g) For purposes of this Section 5.11, references to "the business and affairs Company" shall include all constituent limited liability companies, corporations or other entities absorbed in a consolidation, merger or division, as well as the surviving or new limited liability companies, corporations or other entities surviving or resulting therefrom, so that (i) any Person who is or was an authorized representative of a constituent, surviving or new limited liability company, corporation or other entity shall stand in the Partnership and that same position under the provisions of this Section 5.7 are not intended 5.11 with respect to extend indemnification the surviving or new limited liability company, corporation or other entity as such Person would if he or she had served the surviving or new corporation or other entity in the same capacity and (ii) any Person who is or was an authorized representative of the Company shall stand in the same position under the provisions of this Section 5.11 with respect to the surviving or new corporation or other entity as such Person would with respect to the Company if its separate existence had continued. (h) For the purposes of this Section 5.11, the term "authorized representative" shall mean a Representative, officer, employee or agent of the Company or of any Subsidiary of the Company, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Company or by any Subsidiary of the Company, or a Person serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Company. (i) No Member, in its individual capacity, shall have any obligation to indemnify any other Member, Representative, officer, employee or Affiliate thereof, any of their respective agents, any other authorized representative, or any other Member in each case under any circumstances. (j) No Member, Representative, or Affiliate thereof, no authorized representative, and none of their respective agents and/or legal representatives, shall be liable to any Partner Member, the Company or any other person for mistakes of judgment or for action or inaction which any of the foregoing reasonably believed to be in or not opposed to the best interests of the Company, unless such action or inaction constitutes willful misconduct, bad faith, gross negligence or reckless disregard of his or its duties and, with respect to any criminal action, such party reasonably believes his conduct was lawful. Each Member and Representative may (on its own behalf or on the behalf of any authorized representative, any Affiliates of such Member or their respective agents and/or legal representatives of any of them), consult with counsel, accountants and other experts in respect of the Company's affairs and such Person shall be fully protected and justified in any action or inaction which is taken in accordance with the advice or opinion of such counsel, accountants or other Person for experts. Notwithstanding any obligations of the foregoing to the contrary, the provisions of this Section 5.11 shall not be construed so as to relieve (or attempt to relieve) any person of any liability, to the extent (but only to the extent) that such Partner liability may not be waived, modified or other Person undertaken in limited under applicable law, but shall be construed so as to effectuate the provisions of this AgreementSection 5.11 to the fullest extent permitted by law.

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 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, 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.