Common use of Indemnification and Reimbursement for Payments on Behalf of a Member Clause in Contracts

Indemnification and Reimbursement for Payments on Behalf of a Member. If the Company is obligated to pay any amount to a governmental agency (or otherwise makes a payment) because of a Member's status or otherwise specifically attributable to a Member (including, without limitation, federal, state or local withholding taxes imposed with respect to any issuance of Units or other interests to a Member or any payments to a Member, federal withholding taxes with respect to foreign Persons, state personal property taxes, state unincorporated business taxes, etc.), then such Member (the "Indemnifying Member") shall indemnify the Company in full for the entire amount paid (including, without limitation, any interest, penalties and expenses associated with such payments). The amount to be indemnified shall be charged against the Capital Account of the Indemnifying Member, and, at the option of the Board, either: (i) promptly upon notification of an obligation to indemnify the Company, the Indemnifying Member shall make a cash payment to the Company equal to the full amount to be indemnified (and the amount paid shall be added to the Indemnifying Member's Capital Account but shall not be treated as a Capital Contribution), or (ii) the Company shall reduce distributions that would otherwise be made to the Indemnifying Member, until the Company has recovered the amount to be indemnified (provided that the amount of such reduction shall be deemed to have been distributed for all purposes of this Agreement, but such deemed distribution shall not further reduce the Indemnifying Member's Capital Account). An Indemnifying Member's obligation to make contributions to the Company under this Section 13.9 shall survive the termination, dissolution, liquidation and winding up of the Company and, for purposes of this Section 13.9, the Company shall be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Indemnifying Member under this Section 13.9, including instituting a lawsuit to collect such contribution with interest calculated at prime rate plus five percentage points per annum (but not in excess of the highest rate per annum permitted by law).

Indemnification and Reimbursement for Payments on Behalf of a Member. If the Company or any of its Subsidiaries is obligated to pay any amount to a governmental agency Governmental Entity (or otherwise makes a paymentpayment to a Governmental Entity) because of a Member's status or otherwise that is specifically attributable to a Member (including, without limitation, federal, state or local withholding taxes imposed with respect to any issuance of Units or other interests to a Member or any payments to a Member, ’s status as such (including federal withholding taxes with respect to foreign Personstaxes, state personal property taxes, taxes and state unincorporated business taxes, etc.but excluding payments such as professional association fees and the like made voluntarily by the Company or any of its Subsidiaries on behalf of any Member based upon such Member’s status as an employee of the Company or any of its Subsidiaries), then such Member (the "Indemnifying Member") shall indemnify the Company or its Subsidiary in full for the entire amount paid (including, without limitation, any including interest, penalties and expenses associated with such paymentsrelated expenses). The amount Managing Member may offset Distributions to be indemnified shall be charged which a Member is otherwise entitled under this Agreement against the Capital Account of the Indemnifying such Member, and, at the option of the Board, either: (i) promptly upon notification of an ’s obligation to indemnify the Company, the Indemnifying Member shall make a cash payment to the Company equal to the full amount to be indemnified (and the amount paid shall be added to the Indemnifying or its Subsidiary under this ‎Section 5.05. A Member's Capital Account but shall not be treated as a Capital Contribution), or (ii) the Company shall reduce distributions that would otherwise be made to the Indemnifying Member, until the Company has recovered the amount to be indemnified (provided that the amount of such reduction shall be deemed to have been distributed for all purposes of this Agreement, but such deemed distribution shall not further reduce the Indemnifying Member's Capital Account). An Indemnifying Member's ’s obligation to make contributions to the Company or any of its Subsidiaries under this Section 13.9 ‎Section 5.05 shall survive the termination, dissolution, liquidation and winding up of the Company andand its Subsidiaries, and for purposes of this Section 13.9‎Section 5.05, the Company and its Subsidiaries shall be treated as continuing in existence. The Each Member hereby agrees to furnish to the Company may pursue or its Subsidiaries such information and enforce all rights forms as required or reasonably requested in order to comply with any laws and remedies it may have against each Indemnifying regulations governing withholding of tax or in order to claim any reduced rate of, or exemption from, withholding to which the Member under this Section 13.9, including instituting a lawsuit to collect such contribution with interest calculated at prime rate plus five percentage points per annum (but not in excess of the highest rate per annum permitted by law)is legally entitled.

Indemnification and Reimbursement for Payments on Behalf of a Member. If the Company is obligated to pay any amount to a governmental agency (or otherwise makes a payment) because of a Member's ’s status or otherwise specifically attributable to a Member (including, without limitation, federal, state or local withholding taxes imposed with respect to any issuance of Units or other interests Membership Interests to a Member or any payments to a Member, federal withholding taxes with respect to foreign Persons, state personal property taxes, state personal property replacement taxes, state unincorporated business taxes, etc.), then such Member (the "“Indemnifying Member"”) shall indemnify the Company in full for the entire amount paid (including, without limitation, any interest, penalties and expenses associated with such payments). The amount to be indemnified shall be charged against the Capital Account of the Indemnifying Member, and, at At the option of the Board, either: (iA) promptly upon notification of an obligation to indemnify the Company, the Indemnifying Member shall make a cash payment to the Company equal to the full amount to be indemnified (and provided that the amount paid shall be added to the Indemnifying Member's Capital Account but shall not be treated as a Capital Contribution), ; or (iiB) the Company shall reduce distributions that would otherwise be made to the Indemnifying Member, until the Company has recovered the amount to be indemnified (provided that the amount of such reduction shall be deemed to have been distributed for all purposes of this Agreement, but such deemed distribution shall not further reduce the Indemnifying Member's Capital Account). An Indemnifying Member's ’s obligation to make contributions to the Company under this Section 13.9 11.3 shall survive the termination, dissolution, liquidation and winding up of the Company and, for purposes of this Section 13.911.3, the Company shall be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Indemnifying Member under this Section 13.911.3, including instituting a lawsuit to collect such contribution with interest calculated at prime rate Prime Rate plus five percentage points per annum (but not in excess of the highest rate per annum permitted by law).

Indemnification and Reimbursement for Payments on Behalf of a Member. If Except as otherwise provided in this Agreement, if the Company is obligated required by law (as determined by the Tax Matters Person based on the advice of legal or tax counsel to pay the Company) to make any amount to a governmental agency (or otherwise makes a payment) because payment on behalf of a Member's status or otherwise specifically attributable to a Member in its capacity as such (includingincluding in respect of withholding taxes, without limitation, federal, state or local withholding taxes imposed with respect to any issuance of Units or other interests to a Member or any payments to a Member, federal withholding taxes with respect to foreign Persons, state personal property taxes, state and unincorporated business taxes, etc.), then such Member (the "“Indemnifying Member"”) shall will indemnify the Company in full for the entire amount paid (includingpaid, without limitation, any including interest, penalties and expenses associated with such payments)payment. The At the option of the Board, the amount to be indemnified shall may be charged against the a Capital Account of the Indemnifying Member, and, at the option of the Board, either: (ia) promptly upon notification of an obligation to indemnify the Company, the Indemnifying Member shall will make a cash payment to the Company in an amount equal to the full amount to be indemnified (and the amount paid shall will be added to the Indemnifying Member's ’s Capital Account but shall will not be treated as deemed to be a Capital Contribution), or (iib) the Company shall will reduce distributions that which would otherwise be made to the Indemnifying Member, Member until the Company has recovered the amount to be indemnified (provided that and the amount of such reduction shall will be deemed to have been distributed for all purposes of this Agreementpurposes, but such deemed distribution shall will not further reduce the Indemnifying Member's ’s Capital Account). An Indemnifying A Member's ’s obligation to make contributions to the Company under this Section 13.9 shall 7.4 will survive the termination, dissolution, liquidation and winding up of the Company andCompany, and for purposes of this Section 13.97.4, the Company shall will be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Indemnifying Member under this Section 13.97.4, including instituting a lawsuit to collect such contribution with interest calculated at prime a rate plus five percentage points per annum (but not in excess equal to the Company’s and its subsidiaries’ effective cost of the highest rate per annum permitted by law)borrowed funds.

Indemnification and Reimbursement for Payments on Behalf of a Member. If the Company is obligated to pay any amount to a governmental agency (or otherwise makes a payment) Governmental Body because of a Member's ’s status or otherwise specifically attributable to a Member (including, without limitation, federal, state or local withholding taxes imposed with in respect to of any issuance of Units or other interests Membership Interests to a Member or any payments to a Member, federal withholding taxes with in respect to of foreign Persons, state personal property taxes, state personal property replacement taxes, state unincorporated business taxes, etc.), then such Member (the "“Indemnifying Member"”) shall indemnify the Company in full for the entire amount paid (including, without limitation, any interest, penalties and expenses associated with such payments)paid. The amount to be indemnified shall be charged against the Capital Account of the Indemnifying Member, and, at At the option of the Board, either: (iA) promptly upon notification of an obligation to indemnify the Company, the Indemnifying Member shall make a cash payment to the Company equal to the full amount to be indemnified (and provided that the amount paid shall be added to the Indemnifying Member's Capital Account but shall not be treated as a Capital Contribution), ; or (iiB) the Company shall reduce distributions Distributions that would otherwise be made to the Indemnifying Member, until the Company has recovered the amount to be indemnified (provided that the amount of such reduction shall be deemed to have been distributed for all purposes of this Agreement, but such deemed distribution shall not further reduce the Indemnifying Member's Capital Account). An Indemnifying Member's ’s obligation to make contributions to indemnify the Company under this Section 13.9 12.3 shall survive the termination, dissolution, liquidation and winding up of the Company and, for purposes of this Section 13.912.3, the Company shall be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Indemnifying Member under this Section 13.912.3, including instituting a lawsuit to collect any amounts owed to the Company by such contribution Indemnifying Member pursuant to this Section 12.3 with interest calculated at prime rate the Prime Rate plus five percentage one hundred (100) basis points per annum (but not in excess of the highest rate per annum permitted by law).

Indemnification and Reimbursement for Payments on Behalf of a Member. (a) If the Company is obligated to pay any amount to a governmental agency or to any other Person (or otherwise makes a payment) because of a Member's ’s status or otherwise specifically attributable to a Member (including, without limitation, federal, state or local withholding taxes imposed with respect to any issuance of Units or other interests to a Member or any payments to a Member, federal withholding taxes Taxes with respect to foreign Personspartners, state personal property taxes, Taxes or state unincorporated business taxes, etc.Taxes), then such Member (the "“Indemnifying Member"”) shall indemnify the Company in full for the entire amount paid (including, without limitation, any interest, penalties and expenses associated with such paymentspayment). The At the option of the Manager, the amount to be indemnified shall may be charged against the Capital Account of the Indemnifying Member, and, at the option of the BoardManager, either: (i) promptly upon notification of an obligation to indemnify the Company, the Indemnifying Member shall make a cash payment to the Company equal to the full amount to be indemnified (and the amount paid shall be added to the Indemnifying Member's ’s Capital Account but shall not be treated as deemed to be a Capital ContributionContribution hereunder), or (ii) the Company shall reduce distributions subsequent Distributions (including liquidating Distributions) that would otherwise be made to the Indemnifying Member, Member until the Company has recovered the amount to be indemnified (provided that the amount of such reduction shall be deemed to have been distributed for all purposes of this Agreement, Agreement but such deemed distribution Distribution shall not further reduce the Indemnifying Member's ’s Capital AccountAccount to the extent reduced by the Manager pursuant to the authority granted at the beginning of this sentence). An Indemnifying . (b) A Member's ’s obligation to make contributions payments to the Company under this Section 13.9 7.5 shall survive the termination, dissolution, liquidation and winding up of the Company andCompany, and for purposes of this Section 13.97.5, the Company shall be treated as continuing in existence. The Company may pursue and enforce all rights and remedies that it may have against each Indemnifying Member under this Section 13.97.5, including instituting a lawsuit to collect such contribution payments with interest calculated at prime rate plus five percentage points per annum (but not in excess of the highest rate per annum permitted by law)interest.

Indemnification and Reimbursement for Payments on Behalf of a Member. If the Company is obligated to pay any amount to a governmental agency Governmental Entity (or otherwise makes a paymentpayment to a Governmental Entity) because of a Member's status or otherwise that is specifically attributable to a Member (including, without limitation, federal, state or local withholding taxes imposed with respect to any issuance of Units or other interests to a Member or any payments to a Member’s status as such (including federal income taxes, additions to tax, interest and penalties as a result of obligations of the Company pursuant to the Revised Partnership Audit Provisions, federal withholding taxes with respect to foreign Personstaxes, state personal property taxes, taxes and state unincorporated business taxes, etc.), then such Member (the "Indemnifying Member") shall indemnify the Company in full for the entire amount paid (including, without limitation, any including interest, penalties and expenses associated with such paymentsrelated expenses). The amount Manager may offset Distributions to be indemnified shall be charged which a Member is otherwise entitled under this Agreement against the Capital Account of the Indemnifying such Member, and, at the option of the Board, either: (i) promptly upon notification of an ’s obligation to indemnify the Company, the Indemnifying Member shall make a cash payment to the Company equal to the full amount to be indemnified (and the amount paid shall be added to the Indemnifying under this Section 5.6. A Member's Capital Account but shall not be treated as a Capital Contribution), or (ii) the Company shall reduce distributions that would otherwise be made to the Indemnifying Member, until the Company has recovered the amount to be indemnified (provided that the amount of such reduction shall be deemed to have been distributed for all purposes of this Agreement, but such deemed distribution shall not further reduce the Indemnifying Member's Capital Account). An Indemnifying Member's ’s obligation to make contributions payments to the Company under this Section 13.9 5.6 shall survive the terminationtransfer or termination of any Member’s interest in any Units of the Company, the termination of this Agreement and the dissolution, liquidation and liquidation, winding up and termination of the Company and, for purposes of this Section 13.9, Company. In the event that the Company has been terminated prior to the date such payment is due, such Member shall be treated as continuing make such payment to the Manager (or its designee), which shall distribute such funds in existenceaccordance with this Agreement. The Company may pursue and enforce all rights and remedies it may have against each Indemnifying Member under this Section 13.95.6, including instituting a lawsuit to collect such contribution with interest calculated at prime a rate plus five percentage points per annum equal to the sum of the Base Rate plus 300 basis points (but not in excess of the highest rate per annum permitted by lawLaw). Each Member hereby agrees to furnish to the Company such information and forms as required or reasonably requested in order to comply with any Laws and regulations governing withholding of tax or in order to claim any reduced rate of, or exemption from, withholding to which the Member is legally entitled. The Company may withhold any amount that it reasonably determines is required to be withheld from any amount otherwise payable to any Member hereunder, and any such withheld amount shall be deemed to have been paid to such Member for purposes of this Agreement. For the avoidance of doubt, any taxes, penalties and interest payable under the Revised Partnership Audit Provisions by the Company or any fiscally transparent entity in which the Company owns an interest shall be treated as specifically attributable to the Members and the Manager shall use commercially reasonable efforts to allocate the burden of (or any diminution in distributable proceeds resulting from) any such taxes, penalties or interest to those Members to whom such amounts are specifically attributable (whether as a result of their status, actions, inactions or otherwise), as determined by the Manager in its sole discretion. Any indemnity or payment pursuant to this Section 5.6 shall not be a Capital Contribution but shall, to the extent necessary to properly maintain Capital Accounts, increase a Member’s Capital Account.

Indemnification and Reimbursement for Payments on Behalf of a Member. If Except as otherwise provided in this Agreement, if the Company is obligated required by law (as determined by the Tax Matters Partner based on the advice of legal or tax counsel to pay the Company) to make any amount to a governmental agency (or otherwise makes a payment) because payment on behalf of a Member's status or otherwise specifically attributable to a Member in its capacity as such (includingincluding in respect of withholding taxes, without limitation, federal, state or local withholding taxes imposed with respect to any issuance of Units or other interests to a Member or any payments to a Member, federal withholding taxes with respect to foreign Persons, state personal property taxes, state and unincorporated business taxes, etc.), then such Member (the "“Indemnifying Member"”) shall will indemnify the Company in full for the entire amount paid (includingpaid, without limitation, any including interest, penalties and expenses associated with such payments)payment. The At the option of the Board, the amount to be indemnified shall may be charged against the a Capital Account of the Indemnifying Member, and, at the option of the Board, either: (ia) promptly upon notification of an obligation to indemnify the Company, the Indemnifying Member shall will make a cash payment to the Company in an amount equal to the full amount to be indemnified (and the amount paid shall will be added to the Indemnifying Member's ’s Capital Account but shall will not be treated as deemed to be a Capital Contribution), or (iib) the Company shall will reduce distributions that which would otherwise be made to the Indemnifying Member, Member until the Company has recovered the amount to be indemnified (provided that and the amount of such reduction shall will be deemed to have been distributed for all purposes of this Agreementpurposes, but such deemed distribution shall will not further reduce the Indemnifying Member's ’s Capital Account). An Indemnifying A Member's ’s obligation to make contributions to the Company under this Section 13.9 shall 7.4 will survive the termination, dissolution, liquidation and winding up of the Company andCompany, and for purposes of this Section 13.97.4, the Company shall will be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Indemnifying Member under this Section 13.97.4, including instituting a lawsuit to collect such contribution with interest calculated at prime a rate plus five percentage points per annum (but not in excess equal to the Company’s and its subsidiaries’ effective cost of the highest rate per annum permitted by law)borrowed funds.

Indemnification and Reimbursement for Payments on Behalf of a Member. If the Company is obligated to pay any amount to a governmental agency (or otherwise makes a payment) because of a Member's status or otherwise specifically attributable to a Member (including, without limitation, federal, state or local withholding taxes imposed with respect to any issuance of Units or other interests Membership Interests to a Member or any payments to a Member, federal withholding taxes with respect to foreign Persons, state personal property taxes, state personal property replacement taxes, state unincorporated business taxes, etc.), then such Member (the "Indemnifying MemberINDEMNIFYING MEMBER") shall indemnify the Company in full for the entire amount paid (including, without limitation, any interest, penalties and expenses associated with such payments). The amount to be indemnified shall be charged against the Capital Account of the Indemnifying Member, and, at At the option of the Board, either: (iA) promptly upon notification of an obligation to indemnify the Company, the Indemnifying Member shall make a cash payment to the Company equal to the full amount to be indemnified (and provided that the amount paid shall be added to the Indemnifying Member's Capital Account but shall not be treated as a Capital Contribution), ; or (iiB) the Company shall reduce distributions that would otherwise be made to the Indemnifying Member, until the Company has recovered the amount to be indemnified (provided that the amount of such reduction shall be deemed to have been distributed for all purposes of this Agreement, but such deemed distribution shall not further reduce the Indemnifying Member's Capital Account). An Indemnifying Member's obligation to make contributions to the Company under this Section 13.9 11.3 shall survive the termination, dissolution, liquidation and winding up of the Company and, for purposes of this Section 13.911.3, the Company shall be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Indemnifying Member under this Section 13.911.3, including instituting a lawsuit to collect such contribution with interest calculated at prime rate Prime Rate plus five percentage points per annum (but not in excess of the highest rate per annum permitted by law).

Indemnification and Reimbursement for Payments on Behalf of a Member. If Except as otherwise provided in this Agreement, if the Company is obligated required by law (as determined by the Tax Matters Partner based on the advice of legal or tax counsel to pay the Company) to make any amount to a governmental agency (or otherwise makes a payment) because payment on behalf of a Member's status or otherwise specifically attributable to a Member in its capacity as such (includingincluding in respect of withholding taxes, without limitation, federal, state or local withholding taxes imposed with respect to any issuance of Units or other interests to a Member or any payments to a Member, federal withholding taxes with respect to foreign Persons, state personal property taxes, state and unincorporated business taxes, etc.), then such Member (the "“Indemnifying Member"”) shall will indemnify the Company in full for the entire amount paid (includingpaid, without limitation, any including interest, penalties and expenses associated with such payments)payment. The At the option of any Managing Member, the amount to be indemnified shall may be charged against the a Capital Account of the Indemnifying Member, and, at the option of the Boarda Managing Member, either: (ia) promptly upon notification of an obligation to indemnify the Company, the Indemnifying Member shall will make a cash payment to the Company in an amount equal to the full amount to be indemnified (and the amount paid shall will be added to the Indemnifying Member's ’s Capital Account but shall will not be treated as deemed to be a Capital Contribution), or (iib) the Company shall will reduce distributions that which would otherwise be made to the Indemnifying Member, Member until the Company has recovered the amount to be indemnified (provided that and the amount of such reduction shall will be deemed to have been distributed for all purposes of this Agreementpurposes, but such deemed distribution shall will not further reduce the Indemnifying Member's ’s Capital Account). An Indemnifying A Member's ’s obligation to make contributions to the Company under this Section 13.9 shall 7.2 will survive the termination, dissolution, liquidation and winding up of the Company andCompany, and for purposes of this Section 13.97.2, the Company shall will be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Indemnifying Member under this Section 13.97.2, including instituting a lawsuit to collect such contribution with interest calculated at prime a rate plus five percentage points per annum (but not in excess equal to the Company’s and its subsidiaries’ effective cost of the highest rate per annum permitted by law)borrowed funds.

Indemnification and Reimbursement for Payments on Behalf of a Member. If the Company is obligated to pay any amount to a governmental agency (or otherwise makes a payment) because of a Member's status or otherwise specifically attributable to a Member (including, without limitation, federal, state or local withholding taxes imposed with respect to any issuance of Units or other interests Membership Interests to a Member or any payments to a Member, federal withholding taxes with respect to foreign Persons, state personal property taxes, state personal property replacement taxes, state unincorporated business taxes, etc.), then such Member (the "Indemnifying MemberINDEMNIFYING MEMBER") shall indemnify the Company in full for the entire amount paid (including, without limitation, any interest, penalties and expenses associated with such payments). The amount to be indemnified shall be charged against the Capital Account of the Indemnifying Member, and, at At the option of the Board, either: (iA) promptly upon notification of an obligation to indemnify the Company, the Indemnifying Member shall make a cash payment to the Company equal to the full amount to be indemnified (and provided that the amount paid shall be added to the Indemnifying Member's Capital Account but shall not be treated as a Capital Contribution), ; or (iiB) the Company shall reduce distributions that would otherwise be made to the Indemnifying Member, until the Company has recovered the amount to be indemnified (provided that the amount of such reduction shall be deemed to have been distributed for all purposes of this Agreement, but such deemed distribution shall not further reduce the Indemnifying Member's Capital Account). An Indemnifying Member's obligation to make contributions to the Company under this Section 13.9 12.3 shall survive the termination, dissolution, liquidation and winding up of the Company and, for purposes of this Section 13.912.3, the Company shall be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Indemnifying Member under this Section 13.912.3, including instituting a lawsuit to collect such contribution with interest calculated at prime rate Prime Rate plus five percentage points per annum (but not in excess of the highest rate per annum permitted by law).

Indemnification and Reimbursement for Payments on Behalf of a Member. If Except as otherwise provided in this Agreement, if the Company is obligated required by law (as determined by the Tax Matters Partner based on the advice of legal or tax counsel to pay the Company) to make any amount to a governmental agency (or otherwise makes a payment) because payment on behalf of a Member's status or otherwise specifically attributable to a Member in its capacity as such (includingincluding in respect of withholding taxes, without limitation, federal, state or local withholding taxes imposed with respect to any issuance of Units or other interests to a Member or any payments to a Member, federal withholding taxes with respect to foreign Persons, state personal property taxes, state and unincorporated business taxes, etc.), then such Member (the "Indemnifying Member") shall will indemnify the Company in full for the ------------------- entire amount paid (includingpaid, without limitation, any including interest, penalties and expenses associated with such payments)payment. The At the option of the Board, the amount to be indemnified shall may be charged against the a Capital Account of the Indemnifying Member, and, at the option of the Board, either: (ia) promptly upon notification of an obligation to indemnify the Company, the Indemnifying Member shall will make a cash payment to the Company in an amount equal to the full amount to be indemnified (and the amount paid shall will be added to the Indemnifying Member's Capital Account but shall will not be treated as deemed to be a Capital Contribution), or (iib) the Company shall will reduce distributions that subsequent Distributions which would otherwise be made to the Indemnifying Member, Member until the Company has recovered the amount to be indemnified (provided and that the amount of such reduction shall will be deemed to have been distributed for all purposes of this Agreementpurposes, but such deemed distribution shall Distribution will not further reduce the Indemnifying Member's Capital Account). An Indemnifying A Member's obligation to make contributions to the Company under this Section 13.9 shall 7.4 will survive the termination, dissolution, liquidation and winding up of the Company andCompany, and for purposes of this Section 13.97.4, the Company shall will be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Indemnifying Member under this Section 13.97.4, including instituting a lawsuit to collect such contribution with interest calculated at prime a rate plus five percentage points per annum (but not in excess equal to the Company's and its Subsidiaries' effective cost of the highest rate per annum permitted by law)borrowed funds.

Indemnification and Reimbursement for Payments on Behalf of a Member. If the Company is obligated to pay any amount to a governmental agency (or otherwise makes a payment) because of a Member's status or otherwise specifically attributable to a Member (including, without limitation, federal, state or local withholding taxes imposed with respect to any issuance of Units or other interests to a Member or any payments to a Member, federal withholding taxes with respect to foreign Persons, state personal property taxes, state unincorporated business taxes, etc.), then such Member (the "Indemnifying Member") shall indemnify the Company in full for the entire amount paid (including, without limitation, any interest, penalties and expenses associated with such payments). The amount to be indemnified shall be charged against the Capital Account of the Indemnifying Member, and, at At the option of the Board, either: (i) promptly upon notification of an obligation to indemnify the Company, the Indemnifying Member shall make a cash payment to the Company equal to the full amount to be indemnified (and the amount paid shall be added to the Indemnifying Member's Capital Account but shall not be treated as a Capital Contribution), or (ii) the Company shall reduce distributions that would otherwise be made to the Indemnifying Member, until the Company has recovered the amount to be indemnified (provided that the amount of such reduction shall be deemed to have been distributed for all purposes of this Agreement, but such deemed distribution shall not further reduce the Indemnifying Member's Capital Account). An Indemnifying Member's obligation to make contributions to the Company under this Section 13.9 shall survive the termination, dissolution, liquidation and winding up of the Company and, for -33- 38 purposes of this Section 13.9, the Company shall be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Indemnifying Member under this Section 13.9, including instituting a lawsuit to collect such contribution with interest calculated at prime rate plus five percentage points per annum (but not in excess of the highest rate per annum permitted by law).

Indemnification and Reimbursement for Payments on Behalf of a Member. ‌ (a) If the Company is obligated to pay any amount to a governmental agency (or otherwise makes a payment) because of a Member's ’s status or otherwise specifically attributable to a Member (including, without limitation, federal, state or local withholding taxes imposed with respect to any issuance of Units or other interests to a Member or any payments to a Member, federal withholding taxes with respect to foreign Persons, state personal property taxes, state withholding taxes, state unincorporated business taxes, etc.), then such Member (the "“Indemnifying Member"”) shall indemnify the Company in full for the entire amount paid (including, without limitation, any interest, penalties and expenses associated with such payments). The amount to be indemnified shall be charged against the Capital Account of the Indemnifying Member, and, at the option of the BoardManager, either: (i) promptly upon notification of an obligation to indemnify the Company, the Indemnifying Member shall make a cash payment to the Company equal to the full amount to be indemnified (and the amount paid shall be added to the Indemnifying Member's ’s Capital Account but shall not be treated as a Capital Contribution), ; or (ii) the Company shall reduce distributions that which would otherwise be made to the Indemnifying Member, until the Company has recovered the amount to be indemnified (provided that and, notwithstanding Section 5.1, the amount of such reduction shall be deemed to have been distributed for all purposes of this Agreement, but such deemed distribution withheld shall not further reduce the Indemnifying be treated as a Capital Contribution). (b) A Member's Capital Account). An Indemnifying Member's ’s obligation to make contributions to the Company under this Section 13.9 shall survive the termination, dissolution, liquidation and winding up of the Company andCompany, and for purposes of this Section 13.9Section, the Company shall be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Indemnifying Member under this Section 13.9Section, including instituting a lawsuit to collect such contribution with interest calculated at prime a rate equal to the Base Rate plus five three (3) percentage points per annum (but not in excess of the highest rate per annum permitted by law).

Indemnification and Reimbursement for Payments on Behalf of a Member. If Except as otherwise provided herein, if the Company is obligated required (as determined by the Board of Directors) by law to pay make any amount to a governmental agency (or otherwise makes a payment) because payment on behalf of a Member's status or otherwise specifically attributable to a the Member (including, without limitation, federal, state or local withholding taxes imposed with respect to any issuance of Units or other interests to a Member or any payments to a Member, including federal withholding taxes with respect to foreign Personstaxes, state personal property taxes, state unincorporated business taxes, etc.), then such Member (the "“Indemnifying Member"”) shall will indemnify the Company in full for the entire amount paid (including, including without limitation, any limitation interest, penalties penalties, consent and other professional fees, and all other expenses associated with such paymentspayment). The At the option of the Board of Directors, the amount to be indemnified shall may be charged against the a Capital Account of the Indemnifying Member, and, and at the option of the Board, Board of Directors either: : (ia) promptly upon notification of an obligation to indemnify the Company, the Indemnifying Member shall will make a cash payment to the Company equal to the full amount to be indemnified (and the amount paid shall will be added to the Indemnifying Member's ’s Capital Account but shall will not be treated as deemed to be a Capital ContributionContribution hereunder), or or (iib) the Company shall will reduce subsequent distributions that which would otherwise be made to the Indemnifying Member, Member until the Company has recovered the amount to be indemnified (provided that the amount of such reduction shall will be deemed to have been distributed for all purposes of this Agreement, but such deemed distribution shall will not further reduce any of the Indemnifying Member's ’s Capital Account). An Indemnifying A Member's ’s obligation to make contributions to the Company under this Section 13.9 shall 9.5 will survive the termination, dissolution, liquidation liquidated and winding up of the Company andCompany, and for purposes of this Section 13.99.5, the Company shall will be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Indemnifying Member under this Section 13.99.5, including without limitation instituting a lawsuit litigation to collect such contribution with interest calculated at prime a rate plus five percentage points equal to 18% per annum (but not in excess of the highest rate per annum permitted by law).

Indemnification and Reimbursement for Payments on Behalf of a Member. (a) The Company shall have the authority to (i) make any tax payments or (ii) withhold any amount, in each case to the extent required by federal, state, local law or non-U.S. law on behalf of or with respect to any Member. The amount of any payment made on behalf of or with respect to any Member pursuant to clause (i) shall constitute an advance by the Company to the Member. Such advance shall be repaid to the Company in accordance with Section 11.3(b). The amount of any withholding made on behalf of or with respect to any Member, including but not limited to, pursuant to clause (ii), shall be treated in the same manner as the distribution from which such withholding was made. (b) If the Company is obligated to pay any amount to a governmental agency or to any other Person (or otherwise makes a payment) because of a Member's ’s status or otherwise specifically attributable to a Member (including, without limitation, federal, state or local withholding taxes imposed with respect to any issuance of Units or other interests to a Member or any payments to a Member, federal withholding taxes with respect to foreign Personspartners, state personal property taxes, taxes or state unincorporated business taxes, etc.), then such Member (the "“Indemnifying Member"”) shall indemnify the Company in full for the entire amount paid (including, without limitation, any interest, penalties and expenses associated with such paymentspayment). The amount to be indemnified shall be charged against the Capital Account of the Indemnifying Member, and, at the option of the Board, either: (i) promptly upon notification of an obligation to indemnify the Company, the Indemnifying Member shall make a cash payment to the Company equal to the full amount to be indemnified (and the amount paid shall be added to the Indemnifying Member's ’s Capital Account but shall not be treated as deemed to be a Capital ContributionContribution hereunder), or (ii) the Company shall reduce current or subsequent distributions (including liquidating distributions) that would otherwise be made to the Indemnifying Member, Member until the Company has recovered the amount to be indemnified (provided that the amount of such reduction shall be deemed to have been distributed for all purposes of this Agreement, but such deemed distribution shall not further reduce the Indemnifying . (c) A Member's Capital Account). An Indemnifying Member's ’s obligation to make contributions to the Company under this Section 13.9 11.3 shall survive the termination, dissolution, liquidation and winding up of the Company andCompany, and for purposes of this Section 13.911.3, the Company shall be treated as continuing in existence. The Company may pursue and enforce all rights and remedies that it may have against each Indemnifying Member under this Section 13.911.3, including instituting a lawsuit to collect such contribution payments with interest calculated at prime rate plus five percentage points per annum (but not in excess of the highest rate per annum permitted by law)interest.

Indemnification and Reimbursement for Payments on Behalf of a Member. If the -------------------------------------------------------------------- Company is obligated required to pay withhold and remit any amount to a governmental agency (federal, state, foreign or otherwise makes a payment) because local income taxes levied on all or part of a Member's status or otherwise specifically attributable to a Member (includingallocable share of net income and gains, without limitation, federal, state or local such withholding taxes imposed with respect to any issuance of Units or other interests to a Member or any payments to a Member, federal withholding taxes with respect to foreign Persons, state personal property taxes, state unincorporated business taxes, etc.), then such Member (the "Indemnifying Member") shall indemnify the Company in full for the entire amount paid (including, without limitation, any interest, penalties and expenses associated with such payments). The amount to be indemnified shall be charged against the Capital Account of the Indemnifying Member, and, at the option of the Board, either: (i) promptly upon notification of an obligation to indemnify the Company, the Indemnifying Member shall make a cash payment to the Company equal to the full amount to be indemnified (and the amount paid shall be added to the Indemnifying Member's Capital Account but shall not be treated as a Capital Contribution), or (ii) the Company shall reduce distributions that would otherwise be made to the Indemnifying Member, until the Company has recovered the amount to be indemnified (provided that the amount of such reduction shall be deemed to have been distributed for all purposes of this Agreement, but such deemed distribution shall not further reduce the Indemnifying Member's Capital Account). An Indemnifying Member's obligation to make contributions to the Company under this Section 13.9 shall survive the termination, dissolution, liquidation and winding up of the Company and, for purposes of this Section 13.9, by the Company shall be treated as continuing a Distribution to the Member for whom such withholding is made and shall proportionately reduce the amount of Distributions to be paid directly to such Member. If the Board determines that the Company lacks sufficient funds to make Distributions in existencean aggregate amount that would allow for any such withholding, the Member for whom such withholding is to be made shall make Capital Contributions of cash or immediately available funds in the amount needed by the Company after said Distributions have been made to satisfy such withholding liability within ten days after being so notified by the Company. Should a Member fail to timely make any such Capital Contributions, such Member shall be in default and shall indemnify and hold the Company and the other Members harmless for any costs, penalties, payments or damages incurred by the Company or the other Members as a result of such failure, and such Member shall pay the Company interest in respect to any disbursements by the Company as a result of such Member failing to timely make the Capital Contributions required by this Section 7.4 at the lower of the Prime Rate plus three percentage points per annum, compounded monthly, or the highest rate of interest allowed by applicable law. The Company may pursue and enforce all rights and remedies it may shall have against each Indemnifying the authority to apply any Distributions to which such defaulting Member would otherwise be entitled towards the satisfaction of the liabilities to the Company incurred by such Member under this Section 13.97.4. For purposes of this Section 7.4, including instituting "Prime Rate" means, as of a lawsuit to collect such contribution with interest calculated at particular date, the prime rate plus five percentage points per annum (but not of ---------- interest as published on such date in excess the Wall Street Journal, and generally ------------------- defined therein as "the base rate on corporate loans posted by at least 75% of the highest nation's 30 largest banks"; provided, that, if the Wall Street Journal is -------- ------------------- not published on a date for which the Prime Rate must be determined, the Prime Rate shall be the prime rate per annum permitted published in the Wall Street Journal on the ------------------- nearest-preceding date on which the Wall Street Journal was published or if the ------------------- Wall Street Journal discontinues publishing a prime rate, the Prime Rate shall ------------------- be the prime rate announced publicly from time to time by law)Bank of America, N.A. or successor bank.

Indemnification and Reimbursement for Payments on Behalf of a Member. If the Company is obligated to pay any amount to a governmental agency (or otherwise makes a payment) because of a Member's ’s status or otherwise specifically attributable to a Member (including, without limitation, federal, state or local withholding taxes imposed with respect to any issuance of Units or other interests Membership Interests to a Member or any payments to a Member, federal withholding taxes with respect to foreign Persons, state personal property taxes, state personal property replacement taxes, state unincorporated business taxes, etc.), then such Member (the "“Indemnifying Member"”) shall indemnify the Company in full for the entire amount paid (including, without limitation, any interest, penalties and expenses associated with such payments). The amount to be indemnified shall be charged against the Capital Account of the Indemnifying Member, and, at At the option of the BoardMembers, either: (iA) promptly upon notification of an obligation to indemnify the Company, the Indemnifying Member shall make a cash payment to the Company equal to the full amount to be indemnified (and provided that the amount paid shall be added to the Indemnifying Member's Capital Account but shall not be treated as a Capital Contribution), ; or (iiB) the Company shall reduce distributions that would otherwise be made to the Indemnifying Member, until the Company has recovered the amount to be indemnified (provided that the amount of such reduction shall be deemed to have been distributed for all purposes of this Agreement, but such deemed distribution shall not further reduce the Indemnifying Member's Capital Account). An Indemnifying Member's ’s obligation to make contributions to the Company under this Section 13.9 11.3 shall survive the termination, dissolution, liquidation and winding up of the Company and, for purposes of this Section 13.911.3, the Company shall be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Indemnifying Member under this Section 13.911.3, including instituting a lawsuit to collect such contribution with interest calculated at prime rate Prime Rate plus five percentage points per annum (but not in excess of the highest rate per annum permitted by law). No Member shall be entitled to be indemnified or be benefited by any indemnification with respect to any matter arising from its gross negligence or willful misconduct.

Indemnification and Reimbursement for Payments on Behalf of a Member. If the Company is obligated to pay any amount to a governmental agency (or otherwise makes a payment) because of a Member's ’s status or otherwise specifically attributable to a Member (including, without limitation, federal, state or local withholding taxes imposed with in respect to of any issuance of Units or other interests Membership Interests to a Member or any payments to a Member, federal withholding taxes with in respect to of foreign Persons, state personal property taxes, state personal property replacement taxes, state unincorporated business taxes, etc.), then such Member (the "“Indemnifying Member"”) shall indemnify the Company in full for the entire amount paid (including, without limitation, any interest, penalties and expenses associated with such payments)paid. The amount to be indemnified shall be charged against the Capital Account of the Indemnifying Member, and, at At the option of the Board, either: (iA) promptly upon notification of an obligation to indemnify the Company, the Indemnifying Member shall make a cash payment to the Company equal to the full amount to be indemnified (and provided that the amount paid shall be added to the Indemnifying Member's Capital Account but shall not be treated as a Capital Contribution), ; or (iiB) the Company shall reduce distributions that would otherwise be made to the Indemnifying Member, until the Company has recovered the amount to be indemnified (provided that the amount of such reduction shall be deemed to have been distributed for all purposes of this Agreement, but such deemed distribution shall not further reduce the Indemnifying Member's Capital Account). An Indemnifying Member's ’s obligation to make contributions to the Company under this Section 13.9 12.3 shall survive the termination, dissolution, liquidation and winding up of the Company and, for purposes of this Section 13.912.3, the Company shall be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Indemnifying Member under this Section 13.912.3, including instituting a lawsuit to collect such contribution with interest calculated at prime rate the AFR plus five percentage points per annum (but not in excess of the highest rate per annum permitted by law).

Indemnification and Reimbursement for Payments on Behalf of a Member. If the Company is obligated to pay any amount to a governmental agency (or otherwise makes a payment) because of a Member's ’s status or otherwise specifically attributable to a Member (including, without limitation, federal, state or local withholding taxes imposed with respect to any issuance of Units or other interests to a Member or any payments to a Member, federal withholding taxes with respect to foreign Persons, state personal property taxes, state unincorporated business taxes, etc.), then such Member (the "“Indemnifying Member"”) shall indemnify the Company in full for the entire amount paid (including, without limitation, any interest, penalties and expenses associated with such payments). The amount to be indemnified shall be charged against the Capital Account of the Indemnifying Member, and, at At the option of the Board, either: (ia) promptly upon notification of an obligation to indemnify the Company, the Indemnifying Member shall make a cash payment to the Company equal to the full amount to be indemnified (and provided that the amount paid shall be added to the Indemnifying Member's Capital Account but shall not be treated as a Capital Contribution), or (iib) the Company shall reduce distributions that would otherwise be made to the Indemnifying Member, until the Company has recovered the amount to be indemnified (provided that the amount of such reduction shall be deemed to have been distributed for all purposes of this Agreement, but such deemed distribution shall not further reduce the Indemnifying Member's Capital Account). An Indemnifying Member's ’s obligation to make contributions to the Company under this Section 13.9 12.10 shall survive the termination, dissolution, liquidation and winding up of the Company and, for purposes of this Section 13.912.10, the Company shall be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Indemnifying Member under this Section 13.912.10, including instituting a lawsuit to collect such contribution with interest calculated at prime rate Prime Rate plus five percentage points per annum (but not in excess of the highest rate per annum permitted by law).

Indemnification and Reimbursement for Payments on Behalf of a Member. If the Company is obligated to pay any amount to a governmental agency (or otherwise makes a payment) because of a Member's status or otherwise specifically attributable to a Member (including, without limitation, federal, state or local withholding taxes imposed with respect to any issuance of Units or other interests Membership Interests to a Member or any payments to a Member, federal withholding taxes with respect to foreign Persons, state personal property taxes, state personal property replacement taxes, state unincorporated business taxes, etc.), then such Member (the "Indemnifying MemberINDEMNIFYING MEMBER") shall indemnify the Company in full for the entire amount paid (including, without limitation, any interest, penalties and expenses associated with such payments). The amount to be indemnified shall be charged against the Capital Account of the Indemnifying Member, and, at At the option of the Board, either: : (iA) promptly upon notification of an obligation to indemnify the Company, the Indemnifying Member shall make a cash payment to the Company equal to the full amount to be indemnified (and provided that the amount paid shall be added to the Indemnifying Member's Capital Account but shall not be treated as a Capital Contribution), or ; or (iiB) the Company shall reduce distributions that would otherwise be made to the Indemnifying Member, until the Company has recovered the amount to be indemnified (provided that the amount of such reduction shall be deemed to have been distributed for all purposes of this Agreement, but such deemed distribution shall not further reduce the Indemnifying Member's Capital Account). An Indemnifying Member's obligation to make contributions to the Company under this Section 13.9 12.3 shall survive the termination, dissolution, liquidation and winding up of the Company and, for purposes of this Section 13.912.3, the Company shall be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Indemnifying Member under this Section 13.912.3, including instituting a lawsuit to collect such contribution with interest calculated at prime rate Prime Rate plus five percentage points per annum (but not in excess of the highest rate per annum permitted by law).

Indemnification and Reimbursement for Payments on Behalf of a Member. If the Company is obligated to pay any amount to a governmental agency (or otherwise makes a payment) because of a Member's status or otherwise specifically attributable to a Member (including, without limitation, federal, state or local withholding taxes imposed with respect to any issuance of Units or other interests to a Member or any payments to a Member, federal withholding taxes with respect to foreign Personstaxes, state personal property taxes, state unincorporated business taxes, state personal property replacement taxes, etc.), then such Member (the "Indemnifying MemberINDEMNIFYING MEMBER") shall indemnify the Company in full for the entire amount paid (including, without limitation, any interest, penalties and expenses associated with such payments). The amount to be indemnified shall be charged against the Capital Account of the Indemnifying Member, and, at the option of the BoardMembers, eitherEITHER: (ia) promptly upon notification of an obligation to indemnify the Company, the Indemnifying Member shall make a cash payment to the Company equal to the full amount to be indemnified (and the amount paid shall be added to the Indemnifying Member's Capital Account but shall not be treated as a Capital Contribution), orOR (iib) the Company shall reduce distributions that which would otherwise be made to the Indemnifying Member, until the Company has recovered the amount to be indemnified (provided that and, notwithstanding SECTION 4.1, the amount of such reduction withheld shall not be deemed to have been distributed for all purposes treated as a Capital Contribution). The provisions of this Agreement, but such deemed distribution shall not further reduce the Indemnifying Member's Capital Account). An Indemnifying Member's obligation to make contributions to the Company under this Section SECTION 13.9 shall survive the terminationa liquidation, dissolution, liquidation and winding up dissolution or termination of the Company and, for purposes of this Section 13.9, the Company shall be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Indemnifying Member under this Section 13.9, including instituting a lawsuit to collect such contribution with interest calculated at prime rate plus five percentage points per annum (but not in excess of the highest rate per annum permitted by law)Company.

Indemnification and Reimbursement for Payments on Behalf of a Member. If Except as otherwise provided herein, if the Company is obligated required (as determined by the Board of Directors) by law to pay make any amount to a governmental agency (or otherwise makes a payment) because payment on behalf of a Member's status or otherwise specifically attributable to a the Member (including, without limitation, federal, state or local withholding taxes imposed with respect to any issuance of Units or other interests to a Member or any payments to a Member, federal withholding taxes with respect to foreign Personstaxes, state personal property taxes, state unincorporated business taxes, etc.), then such Member (the "Indemnifying MemberINDEMNIFYING MEMBER") shall will indemnify the Company in full for the entire amount paid (including, including without limitation, any limitation interest, penalties penalties, consent and other professional fees, and all other expenses associated with such paymentspayment). The At the option of the Board of Directors, the amount to be indemnified shall may be charged against the a Capital Account of the Indemnifying Member, and, and at the option of the Board, Board of Directors either: : (ia) promptly upon notification of an obligation to indemnify the Company, the Indemnifying Member shall will make a cash payment to the Company equal to the full amount to be indemnified (and the amount paid shall will be added to the Indemnifying Member's Capital Account but shall will not be treated as deemed to be a Capital ContributionContribution hereunder), or or (iib) the Company shall will reduce subsequent distributions that which would otherwise be made to the Indemnifying Member, Member until the Company has recovered the amount to be indemnified (provided that the amount of such reduction shall will be deemed to have been distributed for all purposes of this Agreement, but such deemed distribution shall will not further reduce any of the Indemnifying Member's Capital Account). An Indemnifying A Member's obligation to make contributions to the Company under this Section 13.9 shall 9.5 will survive the termination, dissolution, liquidation liquidated and winding up of the Company andCompany, and for purposes of this Section 13.99.5, the Company shall will be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Indemnifying Member under this Section 13.99.5, including without limitation instituting a lawsuit litigation to collect such contribution with interest calculated at prime a rate plus five percentage points equal to 18% per annum (but not in excess of the highest rate per annum permitted by law).

Indemnification and Reimbursement for Payments on Behalf of a Member. (a) If the Company is obligated to pay any amount to a governmental agency (or otherwise makes body or, as directed by a payment) court of competent jurisdiction or a governmental agency or body, to any other Person because of the status of a Member's status Member or otherwise specifically attributable to a Member (including, without limitation, federal, state or local withholding taxes imposed with respect to any issuance of Units or other interests to a Member or any payments to a Member, federal withholding taxes with respect to foreign Personspartners, state personal property taxes, state unincorporated business taxes, etc.), then such Member (the "“Indemnifying Member"Person”) shall indemnify the Company in full for the entire amount paid (including, without limitation, any interest, penalties and expenses associated with such paymentspayment). The At the option of the Managers, the amount to be indemnified shall may be charged against the Capital Account of the Indemnifying MemberPerson, and, at the option of the BoardManagers, either: (i) promptly upon notification of an obligation to indemnify the Companyforth in the preceding sentence, shall be resolved by final and binding arbitration before a single arbitrator selected and serving under the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be held in Wilmington, Delaware unless another location is mutually agreed upon by the parties to such arbitration. Such arbitration shall be the exclusive remedy hereunder. The decision of the arbitrator may, but need not, be entered as judgment in accordance with the provisions of the laws of Delaware. If this Arbitration provision is for any reason held to be invalid or otherwise inapplicable to any dispute, the Indemnifying Member shall make a cash payment parties hereto agree that any action or proceeding brought with respect to the Company equal any dispute arising under this Agreement, or to the full amount to be indemnified (and the amount paid interpret or clarify any rights or obligations arising hereunder, shall be added to maintained solely and exclusively in the Indemnifying Member's Capital Account but shall not be treated as a Capital Contribution)United States Federal Courts, orvenue in Wilmington, Delaware. (iib) Anything set forth in the Company shall reduce distributions that would otherwise be made to foregoing paragraph notwithstanding, the Indemnifying Member, until the Company has recovered the amount to be indemnified (provided Unitholders agree that the amount exclusive procedure for resolving disputes over the determination of such reduction Fair Market Value shall be deemed to have been distributed for all purposes as set forth in Section 2.1(b) of this Agreement, but such deemed distribution shall not further reduce the Indemnifying Member's Capital Account). An Indemnifying Member's obligation to make contributions to the Company under this Section 13.9 shall survive the termination, dissolution, liquidation All Unitholders and winding up of the Company and, for purposes of this Section 13.9, the Company shall be treated as continuing bound by the determination of Fair Market Value made in existenceaccordance therewith. The Company may pursue and enforce all rights and remedies it may have against each Indemnifying Member under this Section 13.9Accordingly, including instituting a lawsuit the Unitholders agree that no arbitration, or action or proceeding in any court or other tribunal, shall be brought with respect to collect such contribution with interest calculated at prime rate plus five percentage points per annum (but not in excess any dispute over the determination of the highest rate per annum permitted by law)Fair Market Value.

Indemnification and Reimbursement for Payments on Behalf of a Member. If Except as otherwise provided in this Agreement, if the Company is obligated required by law (as determined by the Tax Representative based on the advice of legal or tax counsel to pay the Company) to make any amount to a governmental agency (or otherwise makes a payment) because payment on behalf of a Member's status or otherwise specifically attributable to a Member in its capacity as such (includingincluding in respect of withholding taxes, without limitation, federal, state or local withholding taxes imposed with respect to any issuance of Units or other interests to a Member or any payments to a Member, federal withholding taxes with respect to foreign Persons, state personal property taxes, state and unincorporated business taxes, etc.), then such Member (the "“Indemnifying Member"”) shall will indemnify the Company in full for the entire amount paid (includingpaid, without limitation, any including interest, penalties and expenses associated with such payments)payment. The At the option of the Manager, the amount to be indemnified shall may be charged against the a Capital Account of the Indemnifying Member, and, at the option of the BoardManager, either: (ia) promptly upon notification of an obligation to indemnify the Company, the Indemnifying Member shall will make a cash payment to the Company in an amount equal to the full amount to be indemnified (and the amount paid shall will be added to the Indemnifying Member's ’s Capital Account but shall will not be treated as deemed to be a Capital Contribution), or (iib) the Company shall will reduce distributions that which would otherwise be made to the Indemnifying Member, Member until the Company has recovered the amount to be indemnified (provided that and the amount of such reduction shall will be deemed to have been distributed for all purposes of this Agreementpurposes, but such deemed distribution shall will not further reduce the Indemnifying Member's ’s Capital Account). An Indemnifying A Member's ’s obligation to make contributions to the Company under this Section 13.9 shall 7.2 will survive the termination, dissolution, liquidation and winding up of the Company andCompany, and for purposes of this Section 13.97.2, the Company shall will be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Indemnifying Member under this Section 13.97.2, including instituting a lawsuit to collect such contribution contributions with interest calculated at prime a rate plus five percentage points per annum (but not in excess equal to the Company’s and its subsidiaries’ effective cost of the highest rate per annum permitted by law)borrowed funds.