Partner, it is not only reasonable and prudent but necessary to promote the best interests of the General Partner, and the Partnership and its unitholders, for the General Partner to contractually indemnify the directors, officers and other persons of the General Partner and the Partnership in the manner set forth herein, and to assume for itself liability for expenses and damages in connection with claims against such persons in connection with their service to the General Partner as provided herein.

G.            Section 18-108 of the Delaware Limited Liability Company Act (the “LLC Act”), under which the General Partner is organized, and Article 9 of the General Partner’s Amended and Restated Limited Liability Company Agreement, empowers the General Partner to indemnify its members, managers, directors, officers, employees and agents by agreement and to indemnify persons who serve, at the request of the General Partner, as the directors, officers, employees or agents of other corporations or enterprises.

H.            Section 17-108 of the Delaware Revised Uniform Limited Partnership Act (the “LP Act”), under which the Partnership is organized, and Section 7.8 of the Partnership’s Third Amended and Restated Agreement of Limited Partnership empower the Partnership to indemnify, among others, any member, partner, officer, director, employee, agent or trustee of the General Partner, the Partnership or any affiliate thereof.

I.              The General Partner desires that Indemnitee serves or continues to serve as a director, officer or in another capacity of the General Partner, and Indemnitee only is willing to serve, or to continue to serve, if Indemnitee is furnished the indemnity provided for herein by the General Partner and the Partnership.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements set forth below, the parties hereto, intending to be legally bound, hereby agree as follows:

1.             Definitions .  For purposes of this Agreement, the following terms shall have the corresponding meanings set forth below:

“Claim” means a claim or action, including counterclaims or crossclaims, asserted by a Person in a Proceeding.

“Covered Entity” means the General Partner, the Partnership, any subsidiary or affiliate of the General Partner or the Partnership or any other Person for which Indemnitee is or was or may be deemed to be serving at the request of the General Partner, or any subsidiary of the General Partner or the Partnership, as a director, officer, employee, controlling person, agent or fiduciary.

“Disinterested Director” means, with respect to any determination contemplated by this Agreement, any Person who, as of the time of such determination, is a member of the Board but is not a party to any Proceeding then pending with respect to any Indemnification Event.

“ERISA” means Employee Retirement Income Security Act of 1974, as amended, or any similar Federal statute then in effect.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any similar Federal statute then in effect.

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“Expenses” means any and all direct and indirect fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by Indemnitee (including fees of investment bankers, accountants and, subject to the limitations set forth in Section 3(c) below, reasonable attorneys’ fees) in connection with or arising from an Indemnification Event, including, without limitation: (i) the investigation or defense of a Claim; (ii) being, or preparing to be, a witness or otherwise participating, or preparing to participate, in any Proceeding; (iii) furnishing, or preparing to furnish, documents in response to a subpoena or otherwise in connection with any Proceeding; (iv) any appeal of any judgment, outcome or determination in any Proceeding (including, without limitation, any premium, security for and other costs relating to any cost bond, supersedes bond or any other appeal bond or its equivalent); (v) establishing or enforcing any right to indemnification under this Agreement (including, without limitation, pursuant to Section 2(c) below), applicable law or otherwise, regardless of whether Indemnitee is ultimately successful in such action, unless as a part of such action, a court of competent jurisdiction over such action determines that each of the material assertions made by Indemnitee as a basis for such action was not made in good faith or was frivolous; (vi) Indemnitee’s defense of any Proceeding instituted by or in the name of the General Partner or the Partnership under this Agreement to enforce or interpret any of the terms of this Agreement (including, without limitation, costs and expenses incurred with respect to Indemnitee counterclaims and cross-claims made in such action); and (vii) any Federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including all interest, assessments and other charges paid or payable with respect to such payments.

“General Partner Action” means a Proceeding in which a Claim has been brought by or in the name of the General Partner or the Partnership to procure a judgment in its favor.

An “Indemnification Event” shall be deemed to have occurred if Indemnitee was or is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with, any Proceeding by reason of the fact that Indemnitee is or was or may be deemed a director, officer, employee, controlling person, agent or fiduciary of any Covered Entity, or by reason of any action or inaction on the part of Indemnitee while serving or acting or having served or acted in any such capacity (including, without limitation, rendering any written statement that is a Required Statement or is made to another officer or employee of the Covered Entity to support a Required Statement).

“Independent Legal Counsel” means an attorney or firm of attorneys designated by the Indemnitee that is satisfactory to a majority of the Disinterested Directors (or, if there are no Disinterested Directors, the Board) that is experienced in matters of corporate law and neither presently is, nor in the twenty-four (24) months prior to such designation has been, retained to represent: (i) the General Partner, the Partnership or Indemnitee in any matter material to any such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.

“Losses” means any and all losses, claims, damages, liabilities, judgments, fines, penalties, settlement payments, awards and amounts of any type whatsoever incurred by Indemnitee in connection with or arising from an Indemnification Event.

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“Organizational Documents” means any and all organizational documents, charters or similar agreements or governing documents, including, without limitation (i) with respect to a corporation, its certificate of incorporation and bylaws, (ii) with respect to a limited liability company, its operating agreement, and (iii) with respect to a limited partnership, its partnership agreement.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or other enterprise or government or agency or political subdivision thereof.

“Proceeding” means any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation (formal or informal), inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Entity or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature.

“Required Statement” means a written statement of a Person that is required to be, and is, filed with the SEC regarding the design, adequacy or evaluation of a Covered Entity’s internal controls or the accuracy, sufficiency or completeness of reports or statements filed by a Covered Entity with the SEC pursuant to federal law and/or administrative regulations, including without limitation, the certifications contemplated by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as amended, or any rule or regulation promulgated pursuant thereto.

“Reviewing Party” means, with respect to any determination contemplated by this Agreement, any one of the following: (i) a majority vote of a quorum of the Board consisting solely of Disinterested Directors; (ii) a committee consisting solely of Disinterested Directors, even if such Persons would not constitute a quorum of Board, so long as such committee was designated by a majority of the Disinterested Directors; or (iii) Independent Legal Counsel (in which case, any determination shall be evidenced by the rendering of a written opinion (which may be in the form of a “more likely than not” opinion)); provided, the expenses of any such Independent Legal Counsel shall be paid for by the General Partner.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, or any similar Federal statute then in effect.

2.             Indemnification .

(a)           Indemnification of Losses and Expenses .  If an Indemnification Event has occurred, then, subject to Section 9 below, the General Partner and the Partnership shall, jointly and severally, indemnify and hold harmless Indemnitee, to the fullest extent permitted by law, against any and all Losses and Expenses, provided the Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in, or not opposed to, the best interests of the General Partner, and, with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.  The termination of any Proceeding by judgment, court order, settlement or conviction or on plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee (i) did not act in good faith in a manner which he reasonably believed to be in, or not opposed to, the best interests of the General Partner or the Partnership, or (ii) with respect to any criminal Proceeding, had

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reasonable cause to believe that Indemnitee’s conduct was unlawful.  Any indemnification provided for herein shall be made no later than forty-five (45) days after receipt by the General Partner of the Notice as required by Section 3(a) below and subject additionally to Section 4 below.

(b)           Limitation with Respect to General Partner Actions . The General Partner and the Partnership shall not indemnify and hold harmless Indemnitee with respect to any Losses (as opposed to Expenses) in connection with or arising from any General Partner Action, but the General Partner and the Partnership shall indemnify and hold harmless Indemnitee with respect to any Expenses in connection with or arising from any General Partner Action unless, and only to the extent that, the Indemnitee shall have been finally adjudged to be liable to the General Partner or the Partnership with respect thereto by a court of competent jurisdiction due to Indemnitee’s gross negligence or willful misconduct of a culpable nature in the performance of Indemnitee’s duties to the General Partner; provided, that Indemnitee shall nevertheless be entitled to indemnification to extent that any court in which such General Partner Action was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to Expenses for such indemnification as such court shall deem proper.

(c)           Advancement of Expenses .  The General Partner or the Partnership shall advance Expenses to or on behalf of Indemnitee as soon as practicable, but in any event not later than 20 days after written request therefore by Indemnitee which request shall be accompanied by vouchers, invoices or similar evidence documenting in reasonable detail the Expenses incurred or to be incurred by Indemnitee.  The Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined by final, nonappealable adjudication that Indemnitee is not entitled to be indemnified by the General Partner or the Partnership.  In the event that the General Partner or the Partnership fails to pay expenses as incurred by Indemnitee as required by this paragraph, Indemnitee may seek mandatory injunctive relief from any court having jurisdiction to require the General Partner or the Partnership to pay expenses as set forth in this paragraph.  If Indemnitee seeks mandatory injunctive relief pursuant to this paragraph, it shall not be a defense to enforcement of the General Partner’s and the Partnership’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law for damages.

(d)           Contribution .  If, and to the extent, the indemnification of Indemnitee provided for in Section 2(a) above for any reason is held by a court of competent jurisdiction not to be permissible for liabilities arising under Federal securities laws or ERISA, then the General Partner and the Partnership, in lieu of indemnifying Indemnitee under this Agreement, shall contribute to the amount paid or payable by Indemnitee as a result of such Losses or Expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the Covered Entities and all officers, directors or employees of the Covered Entities other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Covered Entities and all officers, directors or employees of the Covered Entities other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and the Indemnitee, on the other hand, in connection with the action or inaction that resulted in such Losses or Expenses, as well as any other relevant equitable considerations.  The relative fault of the Covered Entities and all officers, directors or employees of the Covered Entities other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such

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Proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary, and the degree to which their conduct is active or passive.  No Person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation.

(e)           Actions where Indemnitee is Deceased .  If an Indemnification Event has occurred, and if prior to, during the pendency of or after completion of a Proceeding Indemnitee dies, the General Partner and the Partnership shall indemnify and hold harmless Indemnitee’s heirs, executors and administrators against any and all Expenses and Losses to the extent Indemnitee would have been entitled to indemnification pursuant to Sections 2(a) above if Indemnitee were still alive.

3.             Indemnification Procedures .

(a)           Notice of Indemnification Event .  Indemnitee shall give the General Partner notice as soon as practicable of any Indemnification Event of which Indemnitee becomes aware, provided that any failure to so notify the General Partner shall not relieve the General Partner or the Partnership of any of its obligations under this Agreement, except if, and then only to the extent that, such failure materially increases the liability of the General Partner or the Partnership under this Agreement.  In addi