ANY OTHER REGISTRATION STATEMENT CONTEMPLATED
BY THIS AGREEMENT, ANY PRELIMINARY PROSPECTUS OR FINAL PROSPECTUS CONTAINED
THEREIN, OR ANY AMENDMENT OR SUPPLEMENT THEREOF, OR ARISE OUT OF OR ARE BASED
UPON THE OMISSION OR ALLEGED OMISSION TO STATE THEREIN A MATERIAL FACT REQUIRED
TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN (IN THE CASE OF
A PROSPECTUS, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE) NOT
MISLEADING, AND WILL REIMBURSE SUCH HOLDER, ITS DIRECTORS AND OFFICERS, EACH
SUCH UNDERWRITER AND EACH SUCH CONTROLLING PERSON FOR ANY LEGAL OR OTHER
EXPENSES REASONABLY INCURRED BY THEM IN CONNECTION WITH INVESTIGATING OR
DEFENDING ANY SUCH LOSS OR ACTIONS OR PROCEEDINGS AS SUCH EXPENSES ARE INCURRED;
PROVIDED, HOWEVER, THAT THE PARTNERSHIP WILL NOT BE LIABLE IN ANY SUCH CASE IF
AND TO THE EXTENT THAT ANY SUCH LOSS ARISES OUT OF OR IS BASED UPON AN UNTRUE
STATEMENT OR ALLEGED UNTRUE STATEMENT OR OMISSION OR ALLEGED OMISSION SO MADE IN
CONFORMITY WITH INFORMATION FURNISHED BY SUCH HOLDER, SUCH UNDERWRITER OR SUCH
CONTROLLING PERSON IN WRITING SPECIFICALLY FOR USE IN THE SHELF REGISTRATION
STATEMENT, PROSPECTUS SUPPLEMENT THERETO OR SUCH OTHER REGISTRATION STATEMENT OR
PROSPECTUS, AS APPLICABLE.
SUCH INDEMNITY SHALL REMAIN IN FULL FORCE AND EFFECT
REGARDLESS OF ANY INVESTIGATION MADE BY OR ON BEHALF OF SUCH HOLDER OR ANY SUCH
DIRECTOR, OFFICER OR CONTROLLING PERSON, AND SHALL SURVIVE THE TRANSFER OF SUCH
SECURITIES BY SUCH HOLDER
(B)
BY EACH HOLDER.
EACH HOLDER, SEVERALLY AND
NOT JOINTLY, AGREES TO INDEMNIFY AND HOLD HARMLESS THE PARTNERSHIP, ITS
DIRECTORS AND OFFICERS, AND EACH PERSON, IF ANY, WHO CONTROLS THE PARTNERSHIP
WITHIN THE MEANING OF THE SECURITIES ACT OR OF THE EXCHANGE ACT TO THE SAME
EXTENT AS THE FOREGOING INDEMNITY FROM THE PARTNERSHIP TO THE HOLDERS, BUT ONLY
WITH RESPECT TO INFORMATION REGARDING SUCH HOLDER FURNISHED IN WRITING BY OR ON
BEHALF OF SUCH HOLDER EXPRESSLY FOR INCLUSION IN THE SHELF REGISTRATION
STATEMENT OR PROSPECTUS SUPPLEMENT RELATING TO THE REGISTRABLE SECURITIES, OR
ANY AMENDMENT OR SUPPLEMENT THERETO; PROVIDED, HOWEVER, THAT THE LIABILITY OF
EACH HOLDER SHALL NOT BE GREATER IN AMOUNT THAN THE DOLLAR AMOUNT OF THE
PROCEEDS (NET OF SELLING EXPENSES) RECEIVED BY SUCH HOLDER FROM THE SALE OF THE
REGISTRABLE SECURITIES GIVING RISE TO SUCH INDEMNIFICATION.
(C)
NOTICE.
PROMPTLY AFTER RECEIPT BY AN
INDEMNIFIED PARTY HEREUNDER OF NOTICE OF THE COMMENCEMENT OF ANY ACTION, SUCH
INDEMNIFIED PARTY SHALL, IF A CLAIM IN RESPECT THEREOF IS TO BE MADE AGAINST THE
INDEMNIFYING PARTY HEREUNDER, NOTIFY THE INDEMNIFYING PARTY IN WRITING THEREOF,
BUT THE OMISSION SO TO NOTIFY THE INDEMNIFYING PARTY SHALL NOT RELIEVE IT FROM
ANY LIABILITY THAT IT MAY HAVE TO ANY INDEMNIFIED PARTY OTHER THAN UNDER THIS
SECTION 2.9.
IN ANY ACTION BROUGHT AGAINST ANY INDEMNIFIED PARTY, IT SHALL
NOTIFY THE INDEMNIFYING PARTY OF THE COMMENCEMENT THEREOF.
THE INDEMNIFYING
PARTY SHALL BE ENTITLED TO PARTICIPATE IN AND, TO THE EXTENT IT SHALL WISH, TO
ASSUME AND UNDERTAKE THE DEFENSE THEREOF WITH COUNSEL REASONABLY SATISFACTORY TO
SUCH INDEMNIFIED PARTY AND, AFTER NOTICE