BELIEVES ARE ADVISABLE.
Section 7.7.
Indemnification
A.
TO THE FULLEST EXTENT PERMITTED BY DELAWARE LAW, THE PARTNERSHIP
SHALL INDEMNIFY EACH INDEMNITEE FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS,
DAMAGES, LIABILITIES, JOINT OR SEVERAL, EXPENSES (INCLUDING, WITHOUT LIMITATION,
ATTORNEYS' FEES AND OTHER LEGAL FEES AND EXPENSES), JUDGMENTS, FINES,
SETTLEMENTS, AND OTHER AMOUNTS ARISING FROM ANY AND ALL CLAIMS, DEMANDS,
ACTIONS, SUITS OR PROCEEDINGS, CIVIL, CRIMINAL, ADMINISTRATIVE OR INVESTIGATIVE,
THAT RELATE TO THE OPERATIONS OF THE PARTNERSHIP OR THE COMPANY AS SET FORTH IN
THIS AGREEMENT, IN WHICH SUCH INDEMNITEE MAY BE INVOLVED, OR IS THREATENED TO BE
INVOLVED, AS A PARTY OR OTHERWISE, EXCEPT TO THE EXTENT SUCH INDEMNITEE ACTED IN
BAD FAITH, OR WITH GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 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. ANY
INDEMNIFICATION PURSUANT TO THIS SECTION 7.7 SHALL BE MADE ONLY OUT OF THE
ASSETS OF THE PARTNERSHIP, 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.
REASONABLE EXPENSES INCURRED BY AN INDEMNITEE WHO IS A PARTY TO A
PROCEEDING SHALL BE PAID OR REIMBURSED BY THE PARTNERSHIP IN ADVANCE OF THE
FINAL DISPOSITION OF THE PROCEEDING, UPON RECEIPT BY THE PARTNERSHIP OF AN
UNDERTAKING BY OR ON BEHALF OF THE INDEMNITEE TO REPAY SUCH AMOUNT IF IT SHALL
BE DETERMINED THAT THE INDEMNITEE IS NOT ENTITLED TO BE INDEMNIFIED AS
AUTHORIZED IN SECTION 7.7.A.
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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 UNLESS OTHERWISE PROVIDED IN A WRITTEN AGREEMENT PURSUANT
TO WHICH SUCH INDEMNITIES ARE INDEMNIFIED.
D.
THE PARTNERSHIP MAY, BUT SHALL NOT BE OBLIGATED TO, PURCHASE AND
MAINTAIN INSURANCE, ON BEHALF OF THE INDEMNITIES AND SUCH OTHER PERSONS AS THE
GENERAL PARTNER SHALL DETERMINE, AGAINST ANY LIABILITY THAT MAY BE ASSERTED
AGAINST OR EXPENSES THAT MAY BE INCURRED BY SUCH PERSON IN CONNECTION WITH THE
PARTNERSHIP'S ACTIVITIES, REGARDLESS OF WHETHER THE PARTNERSHIP WOULD HAVE THE
POWER TO INDEMNIFY SUCH PERSON AGAINST SUCH LIABILITY UNDER THE PROVISIONS OF
THIS AGREEMENT.
E.
FOR PURPOSES OF THIS SECTION 7.7, THE PARTNERSHIP SHALL BE