Section 2.  Indemnification .  (a)  If and whenever:

(1)                                   Indemnitee was or is, or is threatened to be made, a party to any Proceeding by reason of:

(A)                               the fact that Indemnitee serves or served as (1) a Functionary of the Company or, at the request of the Company, (2) a Functionary of a Related Enterprise; or

(B)                                 the actual or alleged service or conduct of Indemnitee in Indemnitee’s capacity as that Functionary, including any act actually or allegedly done or not done by Indemnitee;

and

(2)                                   Indemnitee (A) engaged in the service or conduct at issue in that Proceeding in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the event that Proceeding was or is a criminal action or proceeding involving Indemnitee’s conduct, (B) had no reasonable cause to believe that that conduct was unlawful,

the Partnership will, or will cause another Partnership Entity to, indemnify Indemnitee against, and hold Indemnitee harmless from and in respect of:

(1)                                   in the case of each Claim in that Proceeding, other than a Company Claim, all liabilities and losses, including the amounts of all judgments, penalties and fines, including excise taxes, and amounts paid in settlement, Indemnitee has suffered or will suffer, and all Expenses Indemnitee reasonably has incurred or will incur, as a result of or in connection with that Claim; and

(2)                                   in the case of each Company Claim in that Proceeding, all Expenses Indemnitee reasonably has incurred or will incur as a result of or in connection with that Company Claim; provided, however, that the Partnership will not have any obligation under this clause (2) to, or to cause another Partnership Entity to, indemnify Indemnitee against, or hold Indemnitee harmless from or in respect of, any Company Claim as to which Indemnitee was or is adjudged to be liable to the Company or any Related Enterprise unless, and only to the extent that, the Court of Chancery or the court in which that Company Claim was or is brought determines on application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such of those Expenses as the Court of Chancery or that other court shall deem proper.

(b)                                  If and whenever Indemnitee was or is, or is threatened to be made, a party to any Proceeding of any type to which Section 2(a) refers and has been successful, on the merits or otherwise, in defense of that Proceeding, or in defense of any Claim therein, the Partnership will, or will cause another Partnership Entity to, indemnify Indemnitee against, and hold Indemnitee harmless from and in respect of, all Expenses Indemnitee reasonably has incurred in connection

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therewith.  The rights of Indemnitee under this Section 2(b) are in addition to, and independent of, the rights of Indemnitee under Sections 2(a) or 2(c).

(c)                                   If and whenever Indemnitee was, or reasonably could have been expected to have been, or is, or reasonably could be expected to be, by reason of the knowledge of facts Indemnitee actually or allegedly has obtained in the course of his service as (1) a Functionary of the Company or, at the request of the Company, (2) a Functionary of a Related Enterprise, a witness in or a deponent in connection with any Proceeding to which Indemnitee was or is not a party, the Partnership will, or will cause another Partnership Entity to, indemnify Indemnitee against, and hold Indemnitee harmless from and in respect of, all Expenses Indemnitee reasonably has incurred or will incur in connection therewith.  The rights of Indemnitee under this Section 2(c) are in addition to, and independent of, the rights of Indemnitee under Sections 2(a) or 2(b).

Section 3.  Advancement of Expenses. (a) If and whenever Indemnitee is, or is threatened to be made, a party to any Proceeding that may give rise to a right of Indemnitee to indemnification under Section 2(a), the Partnership will, or will cause another Partnership Entity to, advance all Expenses reasonably incurred by or on behalf of Indemnitee in connection with that Proceeding within 10 days after the Company receives a statement or statements from Indemnitee requesting the advance or advances from time to time, whether prior to or after final disposition of that Proceeding.  Each such statement must reasonably evidence the Expenses incurred by or on behalf of Indemnitee and include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it ultimately is determined that Indemnitee is not entitled to be indemnified by the Company under Section 2(a) against those Expenses.  The Partnership will accept any such undertaking without reference to the financial ability of Indemnitee to make repayment.  If the Partnership or another Partnership Entity advances Expenses in connection with any Claim as to which Indemnitee has requested or may request indemnification under Section 2(a) and a determination is made under Section 5(c) that Indemnitee is not entitled to that indemnification, Indemnitee will not be required to reimburse the Partnership or that other Partnership Entity for those advances until the 180th day following the date of that determination; provided, however, that if Indemnitee timely commences and thereafter prosecutes in good faith a judicial proceeding or arbitration under Section 7(a) or otherwise to obtain that indemnification, Indemnitee will not be required to reimburse the Partnership or that other Partnership Entity for those Expenses until a determination in that proceeding or arbitration that Indemnitee is not entitled to that indemnification has become final and nonappealable.

(b)                                  The Partnership or another Partnership Entity may advance Expenses under Section 3(a) to Indemnitee or, at the Company’s option, directly to the Person to which those Expenses are owed, and Indemnitee hereby consents to any such direct payment, to Indemnitee’s legal counsel or any other Person.

(c)                                   For the avoidance of doubt, the parties agree that the provisions of this Section 3 shall be applicable during the pendancy of any determination of the right of the Indemnitee to indemnification under Section 2(a), including the pendancy of any court or arbitration proceeding contemplated by Section 7.

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Section 4.  Notification and Defense of Claims .  (a)  If Indemnitee receives notice, otherwise than from the Company, that Indemnitee is or will be made, or is threatened to be made, a party to any Proceeding in respect of which Indemnitee intends to seek indemnification hereunder, Indemnitee must promptly notify the Company in writing of the nature and, to Indemnitee’s knowledge, status of that Proceeding.  If this Section 4(a) requires Indemnitee to give such a notice, but Indemnitee fails to do so, that failure will not relieve the Company from, or otherwise affect, the obligations the Partnership may have to indemnify Indemnitee under this Agreement, unless the Company can establish that the failure has resulted in actual prejudice to the Company.

(b)                                  Except as this Section 4(b) otherwise provides below, in the case of any Proceeding in respect of which Indemnitee seeks indemnification hereunder:

(1)                                   the Company and any Related Enterprise that also may be obligated to indemnify Indemnitee in respect of that Proceeding will be entitled to participate at its own expense in that Proceeding;

(2)                                   the Company or that Related Enterprise, or either of them, will be entitled to assume the defense of all Claims, other than (A) Company Claims, if any, and (B) other Claims, if any, as to which Indemnitee shall reasonably reach the conclusion clause (3) of the next sentence describes, in that Proceeding against Indemnitee by prompt written notice of that election to Indemnitee; and

(3)                                   if clause (2) above entitles the Company or that Related Enterprise to assume the defense of any of those Claims and it delivers to Indemnitee notice of that assumption under clause (2), the Company will not be liable to Indemnitee hereunder for any fees or expenses of legal counsel for Indemnitee which Indemnitee incurs after Indemnitee receives that notice.

Indemnitee will have the right to employ Indemnitee’s own legal counsel in that Proceeding, but, as clause (3) of the preceding sentence provides, will bear the fees and expenses of that counsel unless:

(1)                                   the Company has authorized Indemnitee in writing to retain that counsel;

(2)                                   the Company shall not within a reasonable period of time actually have employed counsel to assume the defense of those Claims; or

(3)                                   Indemnitee shall have (A) reasonably concluded that a conflict of interest may exist between Indemnitee and the Company as to the defense of one or more of those Claims and (B) communicated that conclusion to the Company in writing.

(c)                                   The Partnership will not be obligated hereunder to, or to cause another Partnership Entity to, indemnify Indemnitee against or hold Indemnitee harmless from and in respect of any amounts paid, or agreed to be paid, by Indemnitee in settlement of any Claim against Indemnitee which Indemnitee effects without the Company’s prior written consent.  The Company will not settle any Claim against Indemnitee in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s prior written consent.  Neither the

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Company nor Indemnitee will unreasonably delay or withhold consent to any such settlement the other party proposes to effect.

Section 5.  Procedure for Determination of Entitlement to Indemnification .  (a)  To obtain indemnification under this Agreement, Indemnitee must submit to the Company a written request therefor which includes, or is accompanied by, such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to that indemnification.  Indemnitee may request indemnification hereunder at any time and from time to time as Indemnitee deems appropriate in Indemnitee’s sole discretion.  In the case of any request for indemnification under Section 2(a) as to any Claim which is pending or threatened at the time Indemnitee delivers that request to the Company and would not be resolved with finality, whether by judgment, order, settlement or otherwise, on payment of the indemnification requested, the Company may defer the determination under Section 5(c) of Indemnitee’s entitlement to that indemnification to a date that is no later than 45 days after the effective date of that final resolution if the Board concludes in good faith that an earlier determination would be materially prejudicial to the Company or a Related Enterprise.

(b)                                  On written request by Indemnitee under Section 5(a) for indemnification under Section 2(a), the determination of Indemnitee’s entitlement to that indemnification will be made:

(1)                                   if Indemnitee will be a director or officer of the Company at the time that determination is made, under Section 5(c) in each case; or

(2)                                   if Indemnitee will not be a director or officer of the Company at the time that determination is made, under Section 5(c) in any case, if so requested in writing by Indemnitee or so directed by the Board, or, in the absence of that request and direction, as the Board shall duly authorize or direct.

(c)                                   Each determination of Indemnitee’s entitlement to indemnification under Section 2(a) to which this Section 5(c) applies will be made as follows:

(1)                                   by a majority vote of the Disinterested Directors, even though less than a quorum; or

(2)                                   by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum; or

(3)                                   if (A) there are no Disinterested Directors or (B) a majority vote of the Disinterested Directors so directs, by an Independent Counsel in a written opinion to the Board, a copy of which the Company will deliver to Indemnitee;

provided, however, that if Indemnitee has so requested in Indemnitee’s request for indemnification, an Independent Counsel will make that determination in a written opinion to the Board, a copy of which the Company will deliver to Indemnitee.

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(d)                                  If it is determined that Indemnitee is entitled to indemnification under Section 2(a), the Partnership will, or will cause another Partnership Entity to, subject to the provisions of Section 5(f):

(1)                                   within 10 days after that determination pay to Indemnitee all amounts (A) theretofore incurred by or on behalf of Indemnitee in respect of which Indemnitee is entitled to that indemnification by reason of that determination and (B) requested from the Company in writing by Indemnitee; and

(2)                                   thereafter on written request by Indemnitee, pay to Indemnitee within 10 days after that request such additional amounts theretofore incurred by or on behalf of Indemnitee in respect of which Indemnitee is entitled to that indemnification by reason of that determination.

Indemnitee will cooperate with the person, persons or entity making the determination under Section 5(c) with respect to Indemnitee’s entitlement to indemnification under Section 2(a), including providing to such person, persons or entity, on reasonable advance request, any documentation or information that is:

(1)                                   not privileged or otherwise protected from disclosure;

(2)                                   reasonably available to Indemnitee; and

(3)                                   reasonably necessary to that determination.

(e)                                   If an Independent Counsel is to make a determination under Section 5(c) of entitlement to indemnification under Section 2(a), it will be selected by the Company with the consent of the Indemnitee (which consent shall not be unreasonably withheld).  The Partnership will pay any and all reasonable fees and expenses the Independent Counsel incurs in connection with acting under Section 5(c), and the Partnership will pay all reasonable fees and expenses incident to the procedures this Section 5(e) sets forth, regardless of the manner in which the Independent Counsel is selected or appointed.  If Indemnitee becomes entitled to, and does, initiate any judicial proceeding or arbitration under Section 7, the Company will terminate its engagement of the person or firm acting as Independent Counsel, whereupon that person or firm will be, subject to the applicable standards of professional conduct then prevailing, relieved of any further responsibility in the capacity of Independent Counsel.

(f)                                     The amount of any indemnification against Expenses to which Indemnitee becomes entitled under any provision hereof, including Section 2(a), will be determined subject to the provisions of this Section 5(f).  Indemnitee will have the burden of showing that Indemnitee actually has incurred the Expenses for which Indemnitee requests indemnification.  If the Partnership or a Partnership Entity has made any advance in respect of any Expense incurred by Indemnitee without objecting in writing to Indemnitee at the time of the advance to the reasonableness thereof, the incurrence of that Expense by Indemnitee will be deemed for all purposes hereof to have been reasonable.  In the case of any Expense as to which such an objection has been made, or any Expense for which no advance has been made, the incurrence of that Expense will be presumed to have been reasonable, and the Company will have the burden of proof to overcome that presumption.

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Subject to the provisions of the preceding paragraph, the advancement of Expenses to Indemnitee under Section 3 will not, of itself, create a presumption that the Proceeding or Claim therein to which those Expenses relate is a Proceeding or Claim of the type to which Section 2(a) applies.  If the Company, prior to or in connection with the making any advance of Expenses under Section 3 to or for the benefit of Indemnitee, notifies Indemnitee in writing that the Proceeding or any Claim therein is or reasonably could be expected to be in whole or in any specified part not one to which Section&n