RIGHTS CONFERRED
ON THE INDEMNITEE BY THIS AGREEMENT SHALL BE IN ADDITION TO, AND SHALL NOT BE
DEEMED EXCLUSIVE OF, ANY OTHER RIGHTS WHICH THE INDEMNITEE MAY HAVE OR HEREAFTER
ACQUIRE UNDER ANY STATUTE, THE CERTIFICATE OF LIMITED PARTNERSHIP OF THE
PARTNERSHIP AND THE PARTNERSHIP AGREEMENT, ANY OTHER AGREEMENT, VOTE OF
UNITHOLDERS OR A RESOLUTION OF DIRECTORS, OR OTHERWISE, AND TO THE EXTENT THAT
DURING THE INDEMNIFICATION PERIOD SUCH RIGHTS ARE MORE FAVORABLE THAN THE RIGHTS
CURRENTLY PROVIDED UNDER THIS AGREEMENT TO THE INDEMNITEE, THE INDEMNITEE SHALL
BE ENTITLED TO THE FULL BENEFITS OF SUCH MORE FAVORABLE RIGHTS TO THE EXTENT
PERMITTED BY LAW.
OTHER THAN AS SET FORTH IN THIS SECTION 8, IN THE CASE OF ANY
INCONSISTENCY BETWEEN THE INDEMNIFICATION PROVISIONS OF THIS AGREEMENT AND ANY
OTHER AGREEMENT RELATING TO THE INDEMNIFICATION OF THE INDEMNITEE, THE
INDEMNIFICATION PROVISIONS OF THIS AGREEMENT SHALL CONTROL.
9.
LIABILITY INSURANCE.
THE PARTNERSHIP
MAY, TO THE EXTENT THAT THE BOARD OF DIRECTORS IN GOOD FAITH DETERMINES IT TO BE
ECONOMICALLY REASONABLE, MAINTAIN A POLICY OF DIRECTORS' AND OFFICERS' LIABILITY
INSURANCE, ON SUCH TERMS CONDITIONS AS MAY BE APPROVED BY THE BOARD OF
DIRECTORS.
TO THE EXTENT THE PARTNERSHIP MAINTAINS DIRECTORS' AND OFFICERS'
LIABILITY INSURANCE, THE INDEMNITEE SHALL BE COVERED BY SUCH POLICY IN SUCH A
MANNER AS TO PROVIDE THE INDEMNITEE THE SAME RIGHTS AND BENEFITS AS ARE ACCORDED
TO THE MOST FAVORABLY INSURED OF THE GENERAL PARTNER'S DIRECTORS, IF THE
INDEMNITEE IS A DIRECTOR, OR OF THE GENERAL PARTNER'S OFFICERS, IF THE
INDEMNITEE IS NOT A DIRECTOR BUT IS AN OFFICER.
NOTICE OF ANY TERMINATION OR
FAILURE TO RENEW SUCH POLICY SHALL BE PROVIDED TO THE INDEMNITEE PROMPTLY UPON
THE PARTNERSHIP'S BECOMING AWARE OF SUCH TERMINATION OR FAILURE TO RENEW.
THE
PARTNERSHIP SHALL PROVIDE TO THE INDEMNITEE COPIES OF ALL SUCH INSURANCE
POLICIES AND ANY ENDORSEMENTS THERETO WHENEVER SUCH DOCUMENTS HAVE BEEN PROVIDED
TO THE PARTNERSHIP.
10.
AMENDMENT/WAIVER.
NO SUPPLEMENT,
MODIFICATION OR AMENDMENT OF THIS AGREEMENT SHALL BE BINDING UNLESS EXECUTED IN
WRITING BY BOTH OF THE PARTIES HERETO.
NO WAIVER OF ANY OF THE PROVISIONS OF
THIS AGREEMENT SHALL BE DEEMED OR SHALL CONSTITUTE A WAIVER OF ANY OTHER
PROVISIONS OF THIS AGREEMENT (WHETHER OR NOT SIMILAR) NOR SHALL SUCH WAIVER
CONSTITUTE A CONTINUING WAIVER.
ANY WAIVER TO THIS AGREEMENT SHALL BE IN
WRITING.
11.
BINDING EFFECT.
THIS AGREEMENT SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY THE PARTIES
HERETO AND THEIR RESPECTIVE SUCCESSORS, INCLUDING ANY DIRECT OR INDIRECT
SUCCESSOR BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE TO ALL OR
SUBSTANTIALLY ALL OF
7
THE BUSINESS AND/OR ASSETS OF THE PARTNERSHIP, ASSIGNS, SPOUSES, HEIRS, AND
PERSONAL AND LEGAL REPRESENTATIVES.
12.
SURVIVAL.
THIS AGREEMENT SHALL CONTINUE IN
EFFECT DURING THE INDEMNIFICATION PERIOD, REGARDLESS OF WHETHER THE INDEMNITEE
CONTINUES TO SERVE AS AN OFFICER OR DIRECTOR OF THE GENERAL PARTNER OR OF ANY
OTHER ENTERPRISE AT THE GENERAL PARTNER'S REQUEST.
13.
SEVERABILITY.
THE PROVISIONS OF THIS
AGREEMENT SHALL BE SEVERABLE IN THE EVENT THAT ANY PROVISION OF