FOREGOING (EACH SUCH PERSON OR ENTITY, A "RELATED
PERSON") (COLLECTIVELY, THE "INDEMNITEES"), EACH OF WHOM IS AN INTENDED THIRD
PARTY BENEFICIARY
3
OF THIS AGREEMENT, FREE AND HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS,
CAUSES OF ACTION, SUITS, CLAIMS, LIABILITIES, DAMAGES AND COSTS AND EXPENSES IN
CONNECTION THEREWITH (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES)
INCURRED BY THE INDEMNITEES OR ANY OF THEM BEFORE OR AFTER THE DATE OF THIS
AGREEMENT (COLLECTIVELY, THE "INDEMNIFIED LIABILITIES"), AS A RESULT OF, ARISING
OUT OF, OR IN ANY WAY RELATING TO (I) THIS AGREEMENT, ANY TRANSACTION TO WHICH
THE COMPANY IS A PARTY, OR ANY OTHER CIRCUMSTANCES WITH RESPECT TO THE COMPANY
OR (II) OPERATIONS OF, OR SERVICES PROVIDED BY THE MANAGER TO, THE COMPANY, OR
ANY OF THEIR AFFILIATES FROM TIME TO TIME (INCLUDING BUT NOT LIMITED TO ANY
INDEMNIFICATION OBLIGATIONS ASSUMED OR INCURRED BY ANY INDEMNITEE TO OR ON
BEHALF OF THE COMPANY, OR ANY OF ITS ACCOUNTANTS OR OTHER REPRESENTATIVES,
AGENTS OR AFFILIATES) EXCEPT FOR ANY SUCH INDEMNIFIED LIABILITIES ARISING FROM
SUCH INDEMNITEE'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IF AND TO THE EXTENT
THAT THE FOREGOING UNDERTAKING MAY BE UNAVAILABLE OR UNENFORCEABLE FOR ANY
REASON, THE COMPANY HEREBY AGREES TO MAKE THE MAXIMUM CONTRIBUTION TO THE
PAYMENT AND SATISFACTION OF EACH OF THE INDEMNIFIED LIABILITIES THAT IS
PERMISSIBLE UNDER APPLICABLE LAW. FOR PURPOSES OF THIS SECTION 4(B), "GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT" WILL BE DEEMED TO HAVE OCCURRED ONLY IF SO
FOUND IN A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION TO
SUCH EFFECT, IN WHICH CASE TO THE EXTENT ANY OF THE FOREGOING LIMITATIONS IS SO
DETERMINED TO APPLY TO ANY INDEMNITEE AS TO ANY PREVIOUSLY ADVANCED INDEMNITY
PAYMENTS MADE BY THE COMPANY, THEN SUCH PAYMENTS SHALL BE PROMPTLY REPAID BY
SUCH INDEMNITEE TO THE COMPANY. THE RIGHTS OF ANY INDEMNITEE TO INDEMNIFICATION
HEREUNDER WILL BE IN ADDITION TO ANY OTHER RIGHTS ANY SUCH PERSON MAY HAVE UNDER
ANY OTHER AGREEMENT OR INSTRUMENT REFERENCED ABOVE OR ANY OTHER AGREEMENT OR
INSTRUMENT TO WHICH SUCH INDEMNITEE IS OR BECOMES A PARTY OR IS OR OTHERWISE
BECOMES A BENEFICIARY OR UNDER LAW OR REGULATION. IF THE INDEMNITEES RELATED TO
THE MANAGER ARE SIMILARLY SITUATED WITH RESPECT TO THEIR INTERESTS IN CONNECTION
WITH A MATTER THAT MAY BE AN INDEMNIFIED LIABILITY AND SUCH INDEMNIFIED
LIABILITY IS NOT BASED ON A THIRD-PARTY CLAIM, THE INDEMNITEES MAY ENFORCE THEIR
RIGHTS PURSUANT TO THIS SECTION 4(B) WITH RESPECT TO SUCH MATTER ONLY WITH THE
CONSENT OF THE MANAGER. IN THIS AGREEMENT, "PERSON" MEANS ANY INDIVIDUAL OR
CORPORATION, ASSOCIATION, PARTNERSHIP, LIMITED LIABILITY COMPANY, JOINT VENTURE,
JOINT STOCK OR OTHER COMPANY, BUSINESS TRUST, TRUST, ORGANIZATION, OR OTHER
ENTITY OF ANY KIND. A "THIRD-PARTY CLAIM" MEANS ANY (I) CLAIM BROUGHT BY A
PERSON OTHER THAN THE COMPANY, THE MANAGER OR ANY INDEMNIFIED PERSON RELATED TO
THE MANAGER AND (II) ANY DERIVATIVE CLAIM BROUGHT IN THE NAME OF THE COMPANY
THAT IS INITIATED BY A PERSON OTHER THAN THE MANAGER OR ANY INDEMNIFIED PERSON
RELATED TO