(3) IN THE CASE OF
ANY CRIMINAL PROCEEDING, THE INDEMNITEE HAD REASONABLE CAUSE TO BELIEVE THAT THE
ACT OR OMISSION WAS UNLAWFUL. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL
EXTEND TO ANY LIABILITY OF ANY INDEMNITEE, PURSUANT TO A LOAN GUARANTY OR
OTHERWISE, FOR ANY INDEBTEDNESS OF THE PARTNERSHIP OR ANY SUBSIDIARY OF THE
PARTNERSHIP (INCLUDING, WITHOUT LIMITATION, ANY INDEBTEDNESS WHICH THE
PARTNERSHIP OR ANY SUBSIDIARY OF THE PARTNERSHIP HAS ASSUMED OR TAKEN SUBJECT
TO), AND THE GENERAL PARTNER IS HEREBY AUTHORIZED AND EMPOWERED, ON BEHALF OF
THE PARTNERSHIP, TO ENTER INTO ONE OR MORE INDEMNITY AGREEMENTS CONSISTENT WITH
THE PROVISIONS OF THIS SECTION 7.7 IN FAVOR OF ANY INDEMNITEE HAVING OR
POTENTIALLY HAVING LIABILITY FOR ANY SUCH INDEBTEDNESS. THE TERMINATION OF ANY
PROCEEDING BY JUDGMENT, ORDER OR SETTLEMENT DOES NOT CREATE A PRESUMPTION THAT
THE INDEMNITEE DID NOT MEET THE REQUISITE STANDARD OF CONDUCT SET FORTH IN THIS
SECTION 7.7.A. THE TERMINATION OF ANY PROCEEDING BY CONVICTION OF AN INDEMNITEE
OR UPON A PLEA OF NOLO CONTENDERE OR ITS EQUIVALENT BY AN INDEMNITEE, OR AN
ENTRY OF AN ORDER OF PROBATION AGAINST AN INDEMNITEE PRIOR TO JUDGMENT, DOES NOT
CREATE A PRESUMPTION THAT SUCH INDEMNITEE ACTED IN A MANNER CONTRARY TO THAT
SPECIFIED IN THIS SECTION 7.7.A WITH RESPECT TO THE SUBJECT MATTER OF SUCH
PROCEEDING. ANY INDEMNIFICATION PURSUANT TO THIS SECTION 7.7 SHALL BE MADE ONLY
OUT OF THE ASSETS OF THE PARTNERSHIP AND ANY INSURANCE PROCEEDS FROM THE
LIABILITY POLICY COVERING THE GENERAL PARTNER AND ANY INDEMNITEES, AND NEITHER
THE GENERAL PARTNER NOR ANY LIMITED PARTNER SHALL HAVE ANY OBLIGATION TO
CONTRIBUTE TO THE CAPITAL OF THE PARTNERSHIP OR OTHERWISE PROVIDE FUNDS TO
ENABLE THE PARTNERSHIP TO FUND ITS OBLIGATIONS UNDER THIS SECTION 7.7.
B.
TO THE FULLEST EXTENT PERMITTED BY LAW,
EXPENSES INCURRED BY AN INDEMNITEE WHO IS A PARTY TO A PROCEEDING OR OTHERWISE
SUBJECT TO OR THE FOCUS OF OR IS INVOLVED IN ANY ACTION SHALL BE PAID OR
REIMBURSED BY THE PARTNERSHIP AS INCURRED BY THE INDEMNITEE IN ADVANCE OF THE
FINAL DISPOSITION OF THE ACTION UPON RECEIPT BY THE PARTNERSHIP OF (1) A WRITTEN
AFFIRMATION BY THE INDEMNITEE OF THE INDEMNITEE'S GOOD FAITH BELIEF THAT THE
STANDARD OF CONDUCT NECESSARY FOR INDEMNIFICATION BY THE PARTNERSHIP AS
AUTHORIZED IN THIS SECTION 7.7.B HAS BEEN MET AND (2) A WRITTEN UNDERTAKING BY
OR ON BEHALF OF THE INDEMNITEE TO REPAY THE AMOUNT IF IT SHALL ULTIMATELY BE
DETERMINED THAT THE STANDARD OF CONDUCT HAS NOT BEEN MET.
C.
THE INDEMNIFICATION PROVIDED BY THIS
SECTION 7.7 SHALL BE IN ADDITION TO ANY OTHER RIGHTS TO WHICH AN INDEMNITEE OR
ANY OTHER PERSON MAY BE ENTITLED UNDER ANY AGREEMENT, PURSUANT TO ANY VOTE OF
THE PARTNERS, AS A MATTER OF LAW OR OTHERWISE, AND SHALL CONTINUE AS TO AN
INDEMNITEE WHO HAS CEASED TO SERVE IN SUCH CAPACITY AND SHALL INURE TO THE
BENEFIT OF THE HEIRS, SUCCESSORS, ASSIGNS AND ADMINISTRATORS OF THE INDEMNITEE
UNLESS OTHERWISE PROVIDED IN A WRITTEN AGREEMENT WITH SUCH INDEMNITEE OR IN THE