AGREEMENT, SUCH OTHER TRANSACTION DOCUMENT SHALL CONTROL WITH RESPECT TO THE
MATTERS SET FORTH THEREIN.
(B)
EXPENSES.
EXPENSES INCURRED BY AN INDEMNITEE IN DEFENDING AGAINST
ANY LIABILITY OR POTENTIAL LIABILITY SUBJECT TO THIS SECTION 4.16 SHALL BE, FROM
TIME TO TIME, PROMPTLY ADVANCED BY THE COMPANY PRIOR TO THE FINAL DISPOSITION OF
SUCH LIABILITY UPON RECEIPT BY THE COMPANY OF AN UNDERTAKING REASONABLY
ACCEPTABLE IN FORM AND SUBSTANCE TO THE MANAGER BY OR ON BEHALF OF THE
INDEMNITEE TO REPAY SUCH AMOUNT IF IT SHALL BE DETERMINED THAT SUCH PERSON IS
NOT ENTITLED TO BE INDEMNIFIED AS AUTHORIZED IN THIS SECTION 4.16.
(C)
INDEMNIFICATION RIGHTS NON-EXCLUSIVE; RIGHTS OF INDEMNIFIED
PARTIES.
THE INDEMNIFICATION PROVIDED BY THIS SECTION 4.16 SHALL BE IN ADDITION
TO ANY OTHER RIGHTS AN INDEMNITEE MAY BE ENTITLED UNDER ANY AGREEMENT, AS A
MATTER OF LAW OR EQUITY, OR OTHERWISE.
SUCH INDEMNIFICATION SHALL CONTINUE WITH
RESPECT TO AN INDEMNITEE EVEN THOUGH IT HAS CEASED TO SERVE IN ANY PARTICULAR
CAPACITY AND SHALL INURE TO THE BENEFIT OF ITS HEIRS, EXECUTORS, SUCCESSORS,
ASSIGNS AND OTHER LEGAL REPRESENTATIVES.
THE PROVISIONS OF SECTION 4.15 AND
THIS SECTION 4.16 SHALL NOT SUPERSEDE ANY OTHER PROVISIONS PROVIDING FOR
INDEMNIFICATION OF ANY INDEMNITEE IN ANY OTHER TRANSACTION DOCUMENT, INCLUDING
THE MASTER SEPARATION AGREEMENT.
TO THE EXTENT THAT ANY PROVISION IN
SECTION 4.15 AND THIS SECTION 4.16 CONFLICT WITH ANY OTHER TRANSACTION DOCUMENT,
SUCH OTHER TRANSACTION DOCUMENT SHALL CONTROL.
(D)
ASSETS OF THE COMPANY.
ANY INDEMNIFICATION UNDER THIS
SECTION 4.16 SHALL BE SATISFIED SOLELY OUT OF THE ASSETS OF THE COMPANY, AND NO
MEMBER OR MANAGER SHALL BE SUBJECT TO PERSONAL LIABILITY OR REQUIRED TO FUND OR
CAUSE TO BE FUNDED ANY OBLIGATION BY REASON OF THESE INDEMNIFICATION PROVISIONS.
(E)
OTHER LIABILITY INSURANCE.
THE COMPANY MAY PURCHASE AND MAINTAIN
INSURANCE, AT THE COMPANY'S EXPENSE, ON BEHALF OF SUCH PERSONS AS THE MANAGER
SHALL REASONABLY DETERMINE, AGAINST ANY LIABILITY THAT MAY BE ASSERTED AGAINST,
OR ANY EXPENSE THAT MAY BE INCURRED BY, SUCH PERSON IN CONNECTION WITH THE
ACTIVITIES OF THE COMPANY AND ITS SUBSIDIARIES OR AFFILIATES REGARDLESS OF
WHETHER THE COMPANY WOULD HAVE THE OBLIGATION TO INDEMNIFY SUCH PERSON AGAINST
SUCH LIABILITY UNDER THE PROVISIONS OF THIS AGREEMENT.
(F)
CALCULATION OF INDEMNIFICATION.
ANY INDEMNIFICATION OBLIGATION
PAYABLE TO THE RIO TINTO MEMBERS ARISING UNDER THIS SECTION 4.16 WILL BE
CALCULATED AND PAYABLE IN ACCORDANCE WITH SECTION 6.1 OF THE MASTER SEPARATION
AGREEMENT.
4.17
TITLE TO ASSETS; LIENS.
UNLESS SPECIFICALLY LICENSED OR LEASED TO
THE COMPANY, TITLE TO THE ASSETS OF THE COMPANY, WHETHER REAL, PERSONAL OR MIXED
AND WHETHER TANGIBLE OR INTANGIBLE, SHALL BE DEEMED TO BE OWNED BY THE COMPANY
AS AN ENTITY, AND NO MEMBERS, INDIVIDUALLY OR COLLECTIVELY, SHALL HAVE ANY
OWNERSHIP INTEREST IN SUCH ASSETS OR ANY PORTION THEREOF OR ANY RIGHT OF
PARTITION.
THE COMPANY SHALL BE PERMITTED TO CREATE, INCUR, ASSUME OR PERMIT TO
EXIST LIENS ON ANY ASSETS (INCLUDING EQUITY INTERESTS OR OTHER SECURITIES OF ANY
PERSON, INCLUDING ANY SUBSIDIARY) NOW OWNED OR HEREAFTER ACQUIRED BY IT OR ON