Partners (or their affiliates)
intend to be secondary to the primary obligation of the
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Enterprise Entities to indemnify Indemnitee as provided herein or as provided in
the Company Organizational Documents or other Enterprise Organizational
Documents, with the Companies' acknowledgement of and agreement to the foregoing
being a material condition to Indemnitee's willingness to serve as a director of
the General Partner or in any other Corporate Status.
NOW, THEREFORE, in consideration of the premises and the covenants contained
herein, the Companies and Indemnitee do hereby covenant and agree as follows:
1.SERVICES BY INDEMNITEE. INDEMNITEE WILL SERVE OR CONTINUE TO SERVE AS A
DIRECTOR OF THE GENERAL PARTNER (AND AN OFFICER, IF APPLICABLE), FOR SO LONG AS
INDEMNITEE IS DULY ELECTED OR APPOINTED OR UNTIL INDEMNITEE TENDERS INDEMNITEE'S
RESIGNATION OR IS REMOVED IN ACCORDANCE WITH THE GENERAL PARTNER AGREEMENT.
INDEMNITEE MAY FROM TIME TO TIME ALSO AGREE TO SERVE, AS ANY COMPANY MAY REQUEST
FROM TIME TO TIME, IN ANY OTHER CORPORATE STATUS. INDEMNITEE AND EACH COMPANY
EACH ACKNOWLEDGE THAT THEY HAVE ENTERED INTO THIS AGREEMENT AS A MEANS OF
INDUCING INDEMNITEE TO SERVE, OR CONTINUE TO SERVE, THE COMPANIES AND ANY
ENTERPRISE IN SUCH CAPACITIES. INDEMNITEE MAY AT ANY TIME AND FOR ANY REASON
RESIGN FROM SUCH POSITION OR POSITIONS (SUBJECT TO ANY OTHER CONTRACTUAL
OBLIGATION OR ANY OBLIGATION IMPOSED BY OPERATION OF LAW).
2.
INDEMNIFICATION - GENERAL. ON THE TERMS AND SUBJECT TO THE CONDITIONS OF
THIS AGREEMENT, THE COMPANIES SHALL, TO THE FULLEST EXTENT PERMITTED UNDER
APPLICABLE LAW AND SO LONG AS INDEMNITEE HAS NOT ENGAGED IN DISABLING CONDUCT,
INDEMNIFY INDEMNITEE WITH RESPECT TO, AND HOLD INDEMNITEE HARMLESS FROM AND
AGAINST, ALL LOSSES, LIABILITIES, JUDGMENTS, FINES, PENALTIES, COSTS, EXPENSES
AND OTHER AMOUNTS THAT INDEMNITEE REASONABLY INCURS AND THAT RESULT FROM, ARISE
IN CONNECTION WITH OR ARE BY REASON OF INDEMNITEE'S CORPORATE STATUS AND SHALL
ADVANCE EXPENSES TO INDEMNITEE. THE OBLIGATIONS OF THE COMPANIES UNDER THIS
AGREEMENT (A) ARE JOINT AND SEVERAL OBLIGATIONS OF EACH COMPANY, (B) SHALL
CONTINUE AFTER SUCH TIME AS INDEMNITEE CEASES TO SERVE AS A DIRECTOR OF THE
GENERAL PARTNER OR IN ANY OTHER CORPORATE STATUS AND (C) INCLUDE, WITHOUT
LIMITATION, CLAIMS FOR MONETARY DAMAGES AGAINST INDEMNITEE IN RESPECT OF ANY
ACTUAL OR ALLEGED LIABILITY OR OTHER LOSS OF INDEMNITEE, TO THE FULLEST EXTENT
PERMITTED UNDER APPLICABLE LAW AS IN EXISTENCE ON THE DATE HEREOF (AND TO SUCH
GREATER EXTENT AS APPLICABLE LAW MAY HEREAFTER FROM TIME TO TIME PERMIT)
PROVIDED THAT INDEMNITEE HAS NOT ENGAGED IN DISABLING CONDUCT. THE OTHER
PROVISIONS IN THIS AGREEMENT ARE PROVIDED IN ADDITION TO AND AS A MEANS OF
FURTHERANCE AND IMPLEMENTATION OF, AND NOT IN LIMITATION OF, THE OBLIGATIONS
EXPRESSED IN THIS SECTION 2.
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3.
PROCEEDINGS OTHER THAN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANIES.
IF, IN CONNECTION WITH OR BY REASON OF INDEMNITEE'S CORPORATE STATUS, INDEMNITEE
WAS, IS, OR IS THREATENED TO BE MADE, A PARTY TO OR A PARTICIPANT IN ANY
PROCEEDING, OTHER THAN A PROCEEDING BY OR IN THE RIGHT OF