Indemnification of the General Partners by the Partnership. Neither the General Partners nor any of their Affiliates shall be liable, responsible, or accountable in damages or otherwise to the Partnership or any Partner for any loss or damage incurred by reason of any act performed by or omission of the General Partners or such Affiliates in good faith in the furtherance of the interests of the Partnership and within the scope of the authority granted to the General Partners by this Agreement or by the Limited Partners, provided that such acts of the General Partners or such Affiliates did not constitute willful misfeasance, reckless disregard, bad faith, negligence, misconduct, or any other breach of fiduciary duty (as described herein) with respect to such acts or omissions. The Partnership, out of its assets and, subject to Section 10.02, not out of the assets of the General Partners, shall, to the full extent permitted by law, indemnify and hold harmless any General Partner and any General Partner Affiliate who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (including any action by or in the right of the Partnership), by reason of any acts or omissions or alleged acts or omissions arising out of such Person's activities as a General Partner or as an Affiliate of a General Partner, if such activities were performed in good faith in furtherance of the interests of the Partnership and were within the scope of the authority conferred to the General Partners by this Agreement or by the Limited Partners against losses, damages, or expenses for which such Person has not otherwise been reimbursed (including attorneys' fees, judgments, fines, and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such action, suit, or proceeding, so long as such acts of such Person did not constitute willful misfeasance, reckless disregard, bad faith, negligence, misconduct, or any other breach of fiduciary duty (as described herein) with respect to such acts or omissions and, with respect to any criminal action or proceeding, had no reasonable cause to believe such Person's conduct was unlawful, and provided that the satisfaction of any indemnification and any holding harmless shall be from and limited to Partnership assets and no Limited Partner shall have any personal liability on account thereof. Notwithstanding the above, the General Partners and their Aff...
