Common use of Waiver and Indemnification Clause in Contracts

Waiver and Indemnification. (a) Neither the Partners nor any Person acting on their behalf, pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the Partners by this Agreement and the Act, provided that the Partner’s or such other Person’s conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that the Partner or such other Person shall not be guilty of fraud, misconduct or negligence. The Partnership shall, and hereby does, indemnify and hold harmless the Partners and their Affiliates and any individual acting on their behalf from any loss, damage, claims or liability, including, but not limited to, reasonable attorneys’ fees and expenses, incurred by them by reason of any act performed by them in accordance with the standards set forth above or in enforcing the provisions of this indemnity; provided, however, no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. (b) Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefor, advances to cover the costs of defending any proceeding against such Person; provided, however, that such advances shall be repaid to the Partnership, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All rights of the indemnitee hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunder. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for the Partnership and no Partner shall be liable therefor.

Waiver and Indemnification. (a) Neither the Partners General Partner nor any Person acting on their behalf, its behalf pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the Partners General Partner by this Agreement and the Act, provided that the General Partner’s or such other Person’s conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that the General Partner or such other Person shall not be guilty of fraud, misconduct or gross negligence. The Partnership shall, and hereby does, indemnify and hold harmless the Partners General Partner and their its Affiliates and any individual acting on their behalf from any loss, damage, claims claim or liability, including, but not limited to, reasonable attorneys’ fees and expenses, incurred by them by reason of any act performed by them in accordance with the standards set forth above or in enforcing the provisions of this indemnity; provided, however, no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. (b) Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefor, advances to cover the costs of defending any proceeding against such Person; provided, however, that such advances shall be repaid to the Partnership, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All , all rights of the indemnitee hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunder. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for of the Partnership and no Partner shall be liable therefor.

Waiver and Indemnification. (a) Neither the Partners General Partner nor any Person acting on their its behalf, pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the Partners General Partner by this Agreement and the Act, provided that the General Partner’s or such other Person’s conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that the General Partner or such other Person shall not be guilty of fraud, misconduct misconduct, bad faith, or gross negligence. The Partnership shall, and hereby does, indemnify and hold harmless the Partners General Partner and their its Affiliates and any individual or Entity acting on their behalf from any loss, damage, claims claim or liability, including, but not limited to, reasonable attorneys’ fees and expenses, incurred by them by reason of any act acts or omissions performed or omitted to be performed by them in accordance connection with the business and affairs of the Partnership as described herein, subject to the standards set forth above or in enforcing the provisions of this indemnityabove; provided, however, no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. (b) Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefor, advances to cover the costs of reasonably incurred defending any proceeding against such Person; provided, however, that such advances shall be repaid to the Partnership, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All rights of the indemnitee hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunder. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at in equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for of the Partnership Partnership, and no Partner shall be liable therefor.

Waiver and Indemnification. (ai) Neither The Purchaser agrees not to seek recourse against the Partners nor Trust Fund (as defined in the Registration Statement) for any Person acting on their behalfreason whatsoever in connection with its purchase of the Founder Warrants or any and all known or unknown actions, pursuant heretocauses of action, shall be liablesuits, responsible claims, or accountable proceedings (collectively, “Claims”) that may arise now or in damages the future and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or otherwise exemplary, and expenses in connection therewith (collectively, “Losses and Expenses”) including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right relating to the Partnership or to any Partner for any acts or omissions performed or omitted to be performed by them within the scope purchase of the authority conferred upon the Partners by this Agreement Founder Warrants and the Act, provided that the Partner’s or such other Person’s conduct or omission transactions contemplated hereby. (ii) The Purchaser agrees to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that the Partner or such other Person shall not be guilty of fraud, misconduct or negligence. The Partnership shall, and hereby does, severally indemnify and hold harmless the Partners Company, the Representative and their Affiliates the Trust Fund against any and any individual acting on their behalf from any lossall Losses and Expenses whatsoever to which the Company, damagethe Representative and the Trust Fund may become subject as a result of the purchase of the Founder Warrants by the Purchaser, claims or liability, including, including but not limited toto any Claim by the Purchaser of the Founder Warrants, reasonable attorneys’ fees but only to the extent necessary to ensure that such Losses and expensesExpenses do not reduce the amount in the Trust Fund. To the extent that the foregoing several indemnification by the Purchaser may be unenforceable for any reason, incurred the Purchaser agrees to make the maximum contribution permissible by them by reason applicable law to the payment and satisfaction of any act performed by them Losses and Expenses relating to Claims that may or will otherwise reduce the amount in accordance with the standards set forth above or in enforcing the provisions of this indemnity; provided, however, no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the PartnershipTrust Fund. (biii) Any Person entitled The Purchaser acknowledges and agrees that the stockholders of the Company, including those who purchase the Units in the Offering, are and shall be third-party beneficiaries of the foregoing provisions of Section 4C of this Agreement. (iv) The Purchaser agrees that to indemnification the extent any waiver of rights under this Agreement shall be entitled to receiveSection 4C is ineffective as a matter of law, upon application therefor, advances to cover the costs of defending any proceeding against Purchaser has offered such Person; provided, however, that such advances shall be repaid to waiver for the Partnership, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All rights benefit of the indemnitee hereunder Company as an equitable right that shall survive the dissolution of the Partnership; provided, however, any statutory disqualification or bar that applies to a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunderlegal right. The indemnification rights contained Purchaser acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for the Partnership and no Partner shall be liable thereforregard.

Waiver and Indemnification. (a) Neither the Partners General Partner nor any Person acting on their behalf, its behalf (pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the Partners General Partner by this Agreement and the Act, provided that the General Partner’s or such other Person’s conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that the General Partner or such other Person shall not be guilty of fraud, misconduct or gross negligence. The Partnership shall, and hereby does, indemnify and hold harmless the Partners General Partner and their its Affiliates and any individual acting on their behalf from any loss, damage, claims claim or liability, including, but not limited to, reasonable attorneys’ fees and expenses, incurred by them by reason of any act performed by them in accordance with the standards set forth above or in enforcing the provisions of this indemnity; provided, however, no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. (b) Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefor, advances to cover the costs of defending any proceeding against such Person; provided, however, that such advances shall be repaid to the Partnership, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All , all rights of the indemnitee hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunder. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for of the Partnership and no Partner shall be liable therefor.

Waiver and Indemnification. (a) Neither the Partners Managing Member nor any Person acting on their its behalf, pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership Company or to any Partner Member for any acts or omissions performed or omitted to be performed by them (whether on, prior to or after the date hereof) within the scope of the authority conferred upon the Partners Managing Member by this Agreement and the Act, ; provided that (i) the PartnerManaging Member’s or such other Person’s conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that Company and (ii) the Partner Managing Member or such other Person shall not be guilty of fraud, willful misconduct or gross negligence. The Partnership Company shall, and hereby does, indemnify and hold harmless the Partners Managing Member and their its Affiliates and any individual acting on their behalf from any loss, damage, claims claim or liability, including, but not limited to, reasonable attorneys’ fees and expenses, incurred by them by reason of any act performed or omitted to be performed by them (whether on, prior to or after the date hereof) in accordance with the standards set forth above or in enforcing the provisions of this indemnity; provided, however, no Partner Member shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the PartnershipCompany. (b) Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefor, advances to cover the costs of defending any proceeding against such Person; provided, however, that such advances shall be repaid to the PartnershipCompany, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All rights of the indemnitee hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunderCompany. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for of the Partnership Company and no Partner Member shall be liable therefor. (c) The provisions of this Section 6.6 also shall apply to the Liquidating Trustee and the Tax Matters Member.

Waiver and Indemnification. (a) A. Neither the Partners nor General Partner, any Person acting on their its behalf, nor any Person designated or delegated by the General Partner pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the Partners General Partner by this Agreement and the Act, provided that the General Partner’s 's or such other Person’s conduct 's action or omission to act was taken in good faith and in the belief that such conduct action or omission was in the best interests of the Partnership Bradxxx Xxxup as a whole, including, without limitation, the interests of the shareholders of the General Partner, and, provided further, that the Partner General Partner's or such other Person Person's actions or omissions shall not be guilty of fraud, misconduct constitute actual fraud or negligencegross negligence or deliberately dishonest conduct. The Partnership shall, and hereby does, indemnify and hold harmless the Partners General Partner and their its Affiliates and any individual acting on their behalf from any loss, damage, claims claim or liability, including, but not limited to, reasonable attorneys’ ' fees and expenses, incurred by them by reason of any act performed by them in accordance with the standards set forth above or in enforcing the provisions of this indemnity; provided, however, except as provided in Article 14, no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. (b) B. Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefor, advances to cover the costs of defending any proceeding against such Person; provided, however, that such advances shall be repaid to the Partnership, Partnership without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All rights of the indemnitee indemnity hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunder. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for of the Partnership and no Partner shall be liable therefor.

Waiver and Indemnification. (a) Neither the Partners General Partner nor any of its directors, officers, shareholders, nor any Person acting on their its behalf, pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the Partners General Partner by this Agreement and the Act, provided that the General Partner’s 's or such other Person’s 's conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that the General Partner or such other Person shall not be guilty of fraud, willful misconduct or negligencegross negligence in connection with such conduct or omission. The Partnership shall, and hereby does, indemnify and hold harmless the Partners General Partner and its Affiliates, their Affiliates respective directors, trust managers, officers, shareholders and any other individual acting on their behalf from any loss, damage, claims claim or liability, including, but not limited to, reasonable attorneys’ ' fees and expenses, incurred by them by reason of any act performed by them in accordance with the standards set forth above or in enforcing the provisions of this indemnity; provided, however, no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification is to be satisfied solely out of the assets of or the Partnership. (b) Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefor, advances to cover the costs of defending any proceeding against such Person; provided, however, that such advances shall be repaid to the Partnership, without interest, if such Person is found by a court of competent jurisdiction upon entry of or a final judgment not to be entitled to such indemnification. All rights of the indemnitee hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification Indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunder. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person Person seeking indemnification shall be entitled, whether at law or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for of the Partnership including, without limitation, proceeds received from insurance coverage and no Partner shall be liable therefor.

Waiver and Indemnification. (ai) Neither Each Purchaser agrees not to seek recourse against the Partners nor Trust Account for any Person acting on their behalfreason whatsoever in connection with his purchase of the Founding Director Warrants or any and all known or unknown actions, pursuant heretocauses of action, shall be liablesuits, responsible claims, or accountable proceedings (collectively, “Claims”) that may arise now or in damages the future and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or otherwise exemplary, and expenses in connection therewith (collectively, “Losses and Expenses”) including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right relating to the Partnership or to any Partner for any acts or omissions performed or omitted to be performed by them within the scope purchase of the authority conferred upon the Partners by this Agreement Founding Director Warrants and the Act, provided that the Partner’s or such other Person’s conduct or omission transactions contemplated hereby. (ii) The Purchasers agree to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that the Partner or such other Person shall not be guilty of fraud, misconduct or negligence. The Partnership shall, and hereby does, severally indemnify and hold harmless the Partners Company, the Representative and their Affiliates the Trust Account against any and any individual acting on their behalf from any lossall Losses and Expenses whatsoever to which the Company, damagethe Representative and the Trust Account may become subject as a result of the purchase of the Founding Director Warrants by the Purchasers or a Purchaser, claims or liability, including, including but not limited toto any Claim by any Purchaser of the Founding Director Warrants, reasonable attorneys’ fees but only to the extent necessary to ensure that such Losses and expensesExpenses do not reduce the amount in the Trust Account. To the extent that the foregoing several indemnification by the Purchasers may be unenforceable for any reason, incurred each Purchaser agrees to make the maximum contribution permissible by applicable law to the payment and satisfaction of any Losses and Expenses relating to Claims that may or will otherwise reduce the amount in the Trust Account. Any Losses and Expenses indemnified hereunder by the Purchasers will be paid equally by them by reason of any act performed by them in accordance with the standards set forth above or in enforcing the provisions of this indemnity; provided, however, no Partner shall have any personal liability with respect except to the extent that such Claims are brought by either Purchaser, in which case the foregoing indemnification, any such indemnification to indemnity obligation shall only be satisfied solely out that of the assets person making the Claim, it being the understanding and agreement of the PartnershipPurchasers that each of them shall be held harmless by the other as to any Claims, Losses and Expenses. (biii) Any Person entitled The Purchasers acknowledge and agree that the stockholders of the Company, including those who purchase the Units in the Offering, are and shall be third-party beneficiaries of the foregoing provisions of Section 4D of this Agreement. (iv) Each Purchaser agrees that to indemnification the extent any waiver of rights under this Agreement shall be entitled to receiveSection 4D is ineffective as a matter of law, upon application therefor, advances to cover each Purchaser has offered such waiver for the costs of defending any proceeding against such Person; provided, however, that such advances shall be repaid to the Partnership, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All rights benefit of the indemnitee hereunder Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Each Purchaser acknowledges the dissolution receipt and sufficiency of consideration received from the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunder. The indemnification rights contained Company hereunder in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for the Partnership and no Partner shall be liable thereforregard.

Waiver and Indemnification. (a) Neither the Partners General Partner nor any of its Affiliates, directors, officers, shareholders, nor any Person acting on its or their behalf, behalf pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any my Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the Partners General Partner by this Agreement and the Act, provided that the General Partner’s or such other Person’s conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in in, or not opposed to, the best interests of the Partnership and, provided further, that the General Partner or such other Person shall was not be guilty of fraud, willful misconduct or gross negligence. The General Partner acknowledges that it owes fiduciary duties both to its shareholders and to the Limited Partners and it shall use its reasonable efforts to discharge such duties to each; provided, however, that in the event of a conflict between the interests of the shareholders of the General Partner and the interests of the Limited Partners, the Limited Partners agree that the General Partner shall discharge its fiduciary duties to the Limited Partners by acting in the best interests of the General Partner’s shareholders. The Partnership shall, and hereby does, indemnify and hold harmless the Partners General Partner and its Affiliates, their Affiliates respective directors, officers, shareholders and any other individual acting on its or their behalf from to the extent such Persons would be indemnified by the General Partner pursuant to Article VI Section 7 (or any losssucceeding provision) of the Charter of the General Partner if such persons were directors, damageofficers, claims agents or liability, including, but not limited to, reasonable attorneys’ fees and expenses, incurred by them by reason employees of any act performed by them in accordance with the standards set forth above or in enforcing the provisions of this indemnityGeneral Partner; provided, however, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. The Partnership shall, and hereby does, indemnify each Limited Partner and its Affiliates, their respective directors, officers, partners, shareholders and any other individual acting on its or their behalf, from and against any costs (including costs of defense) incurred by it as a result of any litigation in which any Limited Partner is named as a defendant and relating to the operations of the Partnership, unless such costs are the result of misconduct on the part of, or a breach of this agreement by, such Limited Partner; provided, however, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. (b) Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefor, advances to cover the costs of defending any proceeding against such Person; provided, however, that such advances shall be repaid to the Partnership, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All rights of the indemnitee hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunder. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for the Partnership and no Partner shall be liable therefor.

Waiver and Indemnification. (a) Neither the Partners Managing Member nor any Person acting on their its behalf, pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership Company or to any Partner Member for any acts or omissions performed or omitted to be performed by them (whether on, prior to or after the date hereof) within the scope of the authority conferred upon the Partners Managing Member by this Agreement and the Act, ; provided that (i) the Partner’s Managing Member's or such other Person’s 's conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that Company and (ii) the Partner Managing Member or such other Person shall not be guilty of fraud, willful misconduct or gross negligence. The Partnership Company shall, and hereby does, indemnify and hold harmless the Partners Managing Member and their its Affiliates and any individual acting on their behalf from any loss, damage, claims claim or liability, including, but not limited to, reasonable attorneys’ ' fees and expenses, incurred by them by reason of any act performed or omitted to be performed by them (whether on, prior to or after the date hereof) in accordance with the standards set forth above or in enforcing the provisions of this indemnity; provided, however, no Partner Member shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the PartnershipCompany. (b) Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefor, advances to cover the costs of defending any proceeding against such Person; provided, however, that such advances shall be repaid to the PartnershipCompany, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All rights of the indemnitee hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunderCompany. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for of the Partnership Company and no Partner Member shall be liable therefor. (c) The provisions of this Section 6.6 also shall apply to the Liquidating Trustee and the Tax Matters Member.

Waiver and Indemnification. (a) Neither Parent, INT'X.xxx, the Partners nor Indemnification Representative and the Holders agree to and hereby do waive any Person acting on their behalfsuit, pursuant heretoclaim, shall be liable, responsible demand or accountable in damages cause of action of any kind which they may have or otherwise may assert against the Escrow Agent arising out of or relating to the Partnership execution or to any Partner for any acts performance by the Escrow Agent of this Escrow Agreement, unless such suit, claim, demand or omissions performed cause of action is based upon the willful neglect, gross negligence or omitted to be performed by them within the scope bad faith of the authority conferred Escrow Agent. Parent and INT'X.xxx further agree, jointly and severally, to indemnify and hold Escrow Agent and its directors, officers, agents and employees (collectively, the "INDEMNITEES") harmless from and against any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket, incidental expenses, reasonable legal fees and expenses (including the reasonable fees and expenses of not more than one outside counsel), and the allocated costs and expenses of in-house counsel and legal staff ("LOSSES") that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any instructions or other directions upon which the Partners by Escrow Agent is authorized to rely pursuant to the terms of this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. In addition, to and not in limitation of the immediately preceding sentence, Parent and INT'X.xxx also agree, jointly and severally, to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against the Indemnitees or any of them in connection with or arising out of the Escrow Agent's performance under this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. The provisions of this Section 5.1 shall survive the termination of this Escrow Agreement and the Act, provided that the Partner’s resignation or such other Person’s conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests removal of the Partnership andEscrow Agent for any reason. Anything in this Escrow Agreement to the contrary notwithstanding, provided furtherin no event shall the Escrow Agent be liable for special, that the Partner indirect, punitive or such other Person shall not be guilty consequential loss or damage of fraud, misconduct or negligence. The Partnership shall, and hereby does, indemnify and hold harmless the Partners and their Affiliates and any individual acting on their behalf from any loss, damage, claims or liability, including, kind whatsoever (including but not limited toto lost profits), reasonable attorneys’ fees even if the Escrow Agent has been advised of such loss or damage and expenses, incurred by them by reason of any act performed by them in accordance with the standards set forth above or in enforcing the provisions of this indemnity; provided, however, no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out regardless of the assets form of the Partnershipaction. (b) Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefor, advances to cover the costs of defending any proceeding against such Person; provided, however, that such advances shall be repaid to the Partnership, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All rights of the indemnitee hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunder. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for the Partnership and no Partner shall be liable therefor.

Waiver and Indemnification. (a) Neither the Partners General Partner, nor any of its Affiliates, directors, trust managers, officers, stockholders, nor any Person acting on their behalf, behalf pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the Partners General Partner by this Agreement and the Act, provided that the General Partner’s ’s, or such other Person’s conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that the General Partner or such other Person shall not be guilty of fraud, willful misconduct or gross negligence. The General Partner acknowledges that it owes fiduciary duties both to its stockholders and to the Limited Partners and it shall use its reasonable efforts to discharge such duties to each; provided, however, that in the event of a conflict between the interests of the stockholders of the General Partner and the interests of the Limited Partners, the Limited Partners agree that the General Partner shall discharge its fiduciary duties to the Limited Partners by acting in the best interests of the General Partner’s stockholders. Nothing contained in the preceding sentence shall be construed as entitling the General Partner to realize any profit or gain from any transaction between the General Partner and the Partnership (except as may be required by law upon a distribution to the General Partner), including from the lending of money by the General Partner to the Partnership or the contribution of property by the General Partner to the Partnership, it being understood that in any such transaction the General Partner shall be entitled to cost recovery only. The Partnership shall, and hereby does, indemnify and hold harmless each of the Partners General Partner and its Affiliates, their Affiliates respective directors, officers, stockholders and any other individual acting on its or their behalf to the extent such Persons would be indemnified by the General Partner pursuant to the Articles of the General Partner if such Persons were directors, officers, agents or employees of the General Partner; provided, however, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. The Partnership shall, and hereby does, indemnify each Limited Partner and its Affiliates, their respective directors, officers, stockholders and any other individual acting on its or their behalf, from and against any loss, damage, claims or liability, including, but not limited to, reasonable attorneys’ fees and expenses, costs (including costs of defense) incurred by them by reason it as a result of any act performed litigation or other proceeding in which any Limited Partner is named as a defendant or any claim threatened or asserted against any Limited Partner, in either case which relates to the operations of the Partnership or any obligation assumed by them in accordance with the standards set forth above Partnership, unless such costs are the result of misconduct on the part of, or in enforcing the provisions a breach of this indemnityAgreement by, such Limited Partner; provided, however, no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. (b) Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefor, advances to cover the costs of defending any proceeding against such Person; provided, however, that such advances shall be repaid to the Partnership, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All rights of the indemnitee hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunder. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for the Partnership and no Partner shall be liable therefor.

Waiver and Indemnification. (a) Neither None of the Partners nor Members, including the Managing Member, their respective Affiliates and any Person acting on their behalf, pursuant hereto, shall behalf (each an “Indemnified Party”) will be liable, responsible or accountable in damages or otherwise to the Partnership Company or to any Partner other Member for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the Partners them by this Agreement and the Act, provided that that, the Partner’s or such other PersonIndemnified Party’s conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that the Partner or such other Person shall Company and did not be guilty of constitute fraud, gross negligence, willful misconduct or negligencerecklessness. The Partnership shall, and hereby does, Company will indemnify and hold harmless the Partners and their Affiliates and any individual acting on their behalf Indemnified Parties from any liability, demand, claim, action or cause of action, assessment, loss, damagefine, claims or liabilitypenalty, includingcost, but not limited todamage and expense, including reasonable attorneys’ and accountants’ fees and expenses, expenses (each a “Loss”) incurred by them by reason of any act acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon them by this Agreement and the Act and in accordance with the standards set forth above or in enforcing the provisions of this indemnity; provided, however, no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. (b) Any Person entitled to indemnification under this Agreement shall The Indemnified Parties will be entitled to receive, upon application therefor, advances to cover the costs of defending any proceeding against such Personthem by reason of any act or omission performed or omitted to be performed by them within the scope of the authority conferred upon them by this Agreement and the Act; providedprovided that, however, that such advances shall will be repaid to the PartnershipCompany, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All rights of the indemnitee to indemnification hereunder shall will survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunderCompany. The indemnification rights contained in this Agreement shall will be cumulative of, and in addition to, any and all other rights, remedies and recourse to which the person seeking indemnification shall Indemnified Party may be entitled, whether at law or at equity. Indemnification pursuant . (c) The Managing Member will give written notice to the other Members whenever any Indemnified Party asserts a claim for indemnification or expenses advancement under this Agreement shall Section 6.8. (d) No Member will have any personal liability with respect to the foregoing indemnification, which will be made satisfied solely and entirely from out of the assets of the Company. (e) The indemnification provided by this Section 6.8 will be in addition to any other rights to which an Indemnified Party or any other Person may be entitled under any agreement, as a matter of law or otherwise, will continue after an Indemnified Party ceases to be a Member and will inure to the benefit of the heirs, successors, assigns and administrators of the Indemnified Party unless otherwise provided in a written agreement with such Indemnified Party. (f) The provisions of this Section 6.8 are for the Partnership benefit of the Indemnified Parties, their heirs, successors, assigns and no Partner shall administrators. Any amendment, modification or repeal of this Section 6.8 or any provision hereof will be liable thereforprospective only and will not affect the rights of any Indemnified Party under this Section 6.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Waiver and Indemnification. (a) Neither the Managing General Partner, the Non-Managing General Partners nor any of their Affiliates, directors, trust managers, officers, shareholders, nor any Person acting on their behalf, behalf pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the Managing General Partner or the Non-Managing General Partners by this Agreement and the Act, provided that the Managing General Partner’s 's, the Non-Managing General Partners' or such other Person’s 's conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that the Partner Managing General Partner, the Non-Managing General Partners or such other Person shall not be guilty of fraud, willful misconduct or gross negligence. The Managing General Partner acknowledges that it owes fiduciary duties both to its shareholders and to the Limited Partners and it shall use its reasonable efforts to discharge such duties to each; provided, however, that in the event of a conflict between the interests of the shareholders of the Managing General Partner and the interests of the Limited Partners, the Limited Partners agree that the Managing General Partner shall discharge its fiduciary duties to the Limited Partners by acting in the best interests of the Managing General Partner's shareholders. Nothing contained in the preceding sentence shall be construed as entitling either the Managing General Partner or the Non-Managing General Partners to realize any profit or gain from any transaction between such Partner and the Partnership (except as may be required by law upon a distribution to the Managing General Partner or the Non-Managing General Partners), including from the lending of money by the Managing General Partner or the Non-Managing General Partners to the Partnership or the contribution of property by the Managing General Partner or the Non-Managing General Partners to the Partnership, it being understood that in any such transaction the Managing General Partner or the Non-Managing General Partners, as the case may be, shall be entitled to cost recovery only. The Partnership shall, and hereby does, indemnify and hold harmless the Partners and their Affiliates and any individual acting on their behalf from any loss, damage, claims or liability, including, but not limited to, reasonable attorneys’ fees and expenses, incurred by them by reason of any act performed by them in accordance with the standards set forth above or in enforcing the provisions of this indemnity; provided, however, no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out each of the assets of the Partnership. (b) Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefor, advances to cover the costs of defending any proceeding against such Person; provided, however, that such advances shall be repaid to the Partnership, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All rights of the indemnitee hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunder. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for the Partnership and no Partner shall be liable therefor.Managing

Waiver and Indemnification. (a) Neither the Partners Managing General Partner nor any of its Affiliates, directors, trust managers, officers, shareholders, nor any Person acting on their behalf, behalf pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the Partners Managing General Partner by this Agreement and the Act, provided that the Managing General Partner’s 's or such other Person’s 's conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that the Managing General Partner or such other Person shall not be guilty of fraud, willful misconduct or 39 44 gross negligence. The Managing General Partner acknowledges that it owes fiduciary duties both to its shareholders and to the Limited Partners and it shall use its reasonable efforts to discharge such duties to each; provided, however, that in the event of a conflict between the interests of the shareholders of the Managing General Partner and the interests of the Limited Partners, the Limited Partners agree that the Managing General Partner shall discharge its fiduciary duties to the Limited Partners by acting in the best interests of the Managing General Partner's shareholders. Nothing contained in the preceding sentence shall be construed as entitling the Managing General Partner to realize any profit or gain from any transaction between such Partner and the Partnership (except as may be required by law upon a distribution to the Managing General Partner), including from the lending of money by the Managing General Partner to the Partnership or the contribution of property by the Managing General Partner to the Partnership, it being understood that in any such transaction the Managing General Partner shall be entitled to cost recovery only. The Partnership shall, and hereby does, indemnify and hold harmless each of the Partners Managing General Partner and its Affiliates, their Affiliates respective directors, officers, shareholders and any other individual acting on its or their behalf to the extent such Persons would be indemnified by the Managing General Partner pursuant to the Charter of the Managing General Partner if such persons were directors, officers, agents or employees of the Managing General Partner; provided, however, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. The Partnership shall, and hereby does, indemnify each Limited Partner and its Affiliates, their respective directors, officers, shareholders and any other individual acting on its or their behalf, from and against any loss, damage, claims or liability, including, but not limited to, reasonable attorneys’ fees and expenses, costs (including costs of defense) incurred by them by reason it as a result of any act performed litigation or other proceeding in which any Limited Partner is named as a defendant or any claim threatened or asserted against any Limited Partner, in either case which relates to the operations of the Partnership or any obligation assumed by them in accordance with the standards set forth above Partnership, unless such costs are the result of misconduct on the part of, or in enforcing the provisions a breach of this indemnityAgreement by, such Limited Partner; provided, however, no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. (b) Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefor, advances to cover the costs of defending any proceeding against such Person; provided, however, that such advances shall be repaid to the Partnership, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All rights of the indemnitee hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunder. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for the Partnership and no Partner shall be liable therefor.

Waiver and Indemnification. (a) Neither the Managing General Partner, the Non-Managing General Partners nor any of their Affiliates, directors, trust managers, officers, shareholders, nor any Person acting on their behalf, behalf pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the Managing General Partner or the Non-Managing General Partners by this Agreement and the Act, provided that the Managing General Partner’s 's, the Non-Managing General Partners' or such other Person’s 's conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that the Partner Managing General Partner, the Non-Managing General Partners or such other Person shall not be guilty of fraud, willful misconduct or gross negligence. The Managing General Partner acknowledges that it owes fiduciary duties both to its shareholders and to the Limited Partners and it shall use its reasonable efforts 44 49 to discharge such duties to each; provided, however, that in the event of a conflict between the interests of the shareholders of the Managing General Partner and the interests of the Limited Partners, the Limited Partners agree that the Managing General Partner shall discharge its fiduciary duties to the Limited Partners by acting in the best interests of the Managing General Partner's shareholders. Nothing contained in the preceding sentence shall be construed as entitling either the Managing General Partner or the Non-Managing General Partners to realize any profit or gain from any transaction between such Partner and the Partnership (except as may be required by law upon a distribution to the Managing General Partner or the Non-Managing General Partners), including from the lending of money by the Managing General Partner or the Non-Managing General Partners to the Partnership or the contribution of property by the Managing General Partner or the Non-Managing General Partners to the Partnership, it being understood that in any such transaction the Managing General Partner or the Non-Managing General Partners, as the case may be, shall be entitled to cost recovery only. The Partnership shall, and hereby does, indemnify and hold harmless each of the Managing General Partner and the Non-Managing General Partners and its Affiliates, their Affiliates respective directors, officers, shareholders and any other individual acting on its or their behalf to the extent such Persons would be indemnified by the Managing General Partner pursuant to the Charter of the Managing General Partner if such persons were directors, officers, agents or employees of the Managing General Partner (or the Charter of SDG or the Amended and Restated Regulations of SD Property, if such Persons were directors, officers, agents or employees of the Non-Managing General Partners); provided, however, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. The Partnership shall, and hereby does, indemnify each Limited Partner and its Affiliates, their respective directors, officers, shareholders and any other individual acting on its or their behalf, from and against any loss, damage, claims or liability, including, but not limited to, reasonable attorneys’ fees and expenses, costs (including costs of defense) incurred by them by reason it as a result of any act performed litigation or other proceeding in which any Limited Partner is named as a defendant or any claim threatened or asserted against any Limited Partner, in either case which relates to the operations of the Partnership or any obligation assumed by them in accordance with the standards set forth above Partnership, unless such costs are the result of misconduct on the part of, or in enforcing the provisions a breach of this indemnityAgreement by, such Limited Partner; provided, however, no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. (b) Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefor, advances to cover the costs of defending any proceeding against such Person; provided, however, that such advances shall be repaid to the Partnership, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All rights of the indemnitee hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunder. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for the Partnership and no Partner shall be liable therefor.

Waiver and Indemnification. (a) Neither Except as otherwise provided in Article XVIII, neither the Partners General Partner nor any Person acting on their its behalf, pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any Partner for any acts or omissions performed or omitted to be performed by them it within the scope of the authority conferred upon the Partners General Partner by this Agreement and the Act, provided that the General Partner’s 's or such other Person’s 's conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that the General Partner or such other Person shall not be guilty of fraud, willful misconduct or negligence. gross negligence as determined by a court of competent jurisdiction. (b) The Partnership shall, and hereby does, indemnify and hold harmless the Partners General Partner and their its Affiliates and any individual acting on their behalf from any loss, cost or expense, damage, claims claim or liability, including, but not limited to, reasonable attorneys’ ' fees and expenses, incurred by them by reason of any act performed by them for or on behalf of the Partnership or the General Partner, or omitted to be performed by them, in accordance with the standards set forth above or in enforcing the provisions of this indemnity; provided, however, no Partner or any of its Affiliates shall have any personal liability with respect to the foregoing indemnification, and any such liability or indemnification to shall be satisfied solely out of the assets of the Partnership. (bc) Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefor, advances to cover the costs of defending any proceeding against such Person; provided, however, that such advances shall be repaid to the Partnership, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All rights of the any indemnitee hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunder. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all other rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for the Partnership and no Partner shall be liable therefor.

Waiver and Indemnification. (a) Neither the Partners any Partner nor any Person acting on their behalfbehalf of any Partner (including the (1) Neither any Partner nor any Person acting on behalf of any Partner (including the Liquidating Trustee), pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any Partner for any acts or omissions performed or omitted to be performed by them within the scope or for their errors of the authority conferred upon the Partners by this Agreement and the Act, judgment; provided that the Partner’s 's or such other Person’s 's conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that the Partner or such other Person shall not be guilty of fraud, misconduct or negligencefaith. The Partnership shall, and hereby does, indemnify and hold harmless the Partners each Partner and their its Affiliates and any individual acting on their behalf (including the Liquidating Trustee) from any loss, damage, claims expense, claim or liability, including, but not limited to, reasonable attorneys’ ' fees and expenses, incurred by them by reason of any act performed by them in accordance with the standards operations of the Partnership as set forth above in this Agreement in which such Partner or other Person may be involved or in enforcing the provisions of this indemnity, unless it is established that: (i) the act or omission of such Partner or other Person was material to the matter giving rise to the loss, damage, expense, claim or liability and either was committed in bad faith or was the result of active and deliberate dishonesty; provided(ii) such Partner or other Person actually received an improper personal benefit in money, howeverproperty or services; or (iii) in the case of any criminal proceeding, no such Partner or other Person had reasonable cause to believe that the act or omission was unlawful. Without limitation, the foregoing indemnity shall extend to any liability of any Partner or other Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Partnership or any Property Partnership or other subsidiary of the Partnership (including, without limitation, any indebtedness which the Partnership or any Property Partnership or other 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 7.10 in favor of any Partner or other Person 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 Person seeking indemnification did not meet the requisite standard of conduct set forth in this Section 7.10. The termination of any proceeding by conviction of a Person seeking indemnification or upon a plea of nolo contendere or its equivalent by such Person, or any entry of any order or probation against such Person prior to judgment, creates a rebuttable presumption that such Person acted in a manner contrary to that specified in this Section 7.10 with respect to the subject matter of such proceeding. No Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. (b) Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefor, advances to cover the costs of defending any proceeding against such Person; provided, however, that such advances shall be repaid to the Partnership, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All rights of the indemnitee hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the liquidation of the Partnership is liquidated hereundercompleted. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person Person seeking indemnification shall be entitled, whether at law or at in equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for of the Partnership and no Partner shall be liable therefor. (c) The Partnership shall, and hereby does, indemnify and hold harmless the General Partner from any loss, damage, claim or liability, including, but not limited to, reasonable attorneys' fees and expenses, incurred by the General Partner by reason of (i) any indebtedness incurred by the General Partner in compliance with Section 4.3 hereof or any indebtedness of the Partnership or any subsidiary thereof that is guaranteed by the General Partner or (ii) vicarious liability by reason of its status as General Partner of the Partnership. The Partners agree that in the event the Partnership becomes a debtor in a bankruptcy proceeding under a plan of reorganization, any funds distributable to the General Partner and any funds distributable to the Limited Partners under such plan of reorganization, after discharging claims against the General Partner from such funds, will be distributed to the Limited Partners and the stockholders of the General Partner among the various classes of Partnership Units in accordance with the agreed priorities set forth in Section 6.2. Each Partner agrees to turn over any such funds to the General Partners to be so distributed. (d) The Limited Partners expressly acknowledge that the General Partner is acting on behalf of the Partnership and the General Partner's shareholders, collectively, that the General Partner is under no obligation to consider the separate interests of the Limited Partners (including, without limitation, the tax consequences to the Limited Partners or their assignees) in deciding whether to cause the Partnership to take (or decline to take) any actions and that the General Partner shall not be liable for monetary damages for losses sustained, liabilities incurred or benefits not derived by Limited Partners in connection with such decisions; provided that the General Partner has acted in good faith. (e) Subject to its obligations and duties as General Partner set forth in Section 7.2 hereof, the General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or through its agents. (f) The Partnership may, but shall not be obligated to, purchase and maintain insurance, on behalf of any Person potentially entitled to indemnification 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.

Waiver and Indemnification. (a) Neither the Partners Managing General Partner nor any of its Affiliates, directors, trust managers, officers, shareholders, nor any Person acting on their behalf, behalf pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the Partners Managing General Partner by this Agreement and the Act, provided that the Managing General Partner’s 's or such other Person’s 's conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that the Managing General Partner or such other Person shall not be guilty of fraud, willful misconduct or gross negligence. The Managing General Partner acknowledges that it owes fiduciary duties both to its shareholders and to the Limited Partners and it shall use its reasonable efforts to discharge such duties to each; provided, however, that in the event of a conflict between the interests of the shareholders of the Managing General Partner and the interests of the Limited Partners, the Limited Partners agree that the Managing General Partner shall discharge its fiduciary duties to the Limited Partners by acting in the best interests of the Managing General Partner's shareholders. Nothing contained in the preceding sentence shall be construed as entitling the Managing General Partner to realize any profit or gain from any transaction between such Partner and the Partnership (except as may be required by law upon a distribution to the Managing General Partner), including from the lending of money by the Managing General Partner to the Partnership or the contribution of property by the Managing General Partner to the Partnership, it being understood that in any such transaction the Managing General Partner shall be entitled to cost recovery only. The Partnership shall, and hereby does, indemnify and hold harmless each of the Partners Managing General Partner and its Affiliates, their Affiliates respective directors, officers, shareholders and any other individual acting 39 44 on its or their behalf to the extent such Persons would be indemnified by the Managing General Partner pursuant to the Charter of the Managing General Partner if such persons were directors, officers, agents or employees of the Managing General Partner; provided, however, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. The Partnership shall, and hereby does, indemnify each Limited Partner and its Affiliates, their respective directors, officers, shareholders and any other individual acting on its or their behalf behalf, from and against any loss, damage, claims or liability, including, but not limited to, reasonable attorneys’ fees and expenses, costs (including costs of defense) incurred by them by reason it as a result of any act performed litigation or other proceeding in which any Limited Partner is named as a defendant or any claim threatened or asserted against any Limited Partner, in either case which relates to the operations of the Partnership or any obligation assumed by them in accordance with the standards set forth above Partnership, unless such costs are the result of misconduct on the part of, or in enforcing the provisions a breach of this indemnityAgreement by, such Limited Partner; provided, however, no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. (b) Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefor, advances to cover the costs of defending any proceeding against such Person; provided, however, that such advances shall be repaid to the Partnership, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All rights of the indemnitee hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunder. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for the Partnership and no Partner shall be liable therefor.

Waiver and Indemnification. (a) Neither Notwithstanding anything to the Partners contrary contained in this Agreement (including Section 7.12 and the Schedules attached hereto), neither the Members nor any Person acting on their behalf, behalf pursuant heretohereto (including the Board Members and General Growth Officers), shall be liable, responsible or accountable in damages or otherwise to the Partnership Company, any Subsidiary or to any Partner Member for any acts or omissions performed or omitted to be performed by them (or any Person acting on their behalf, including the Board Members and the General Growth Officers) in connection with the management of the Company and/or the Subsidiaries and within the scope of the authority conferred upon the Partners them by this Agreement and Agreement, the Board and/or the Act, provided that the Partner’s Member's or such other Person’s 's conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership Company and/or the Subsidiaries and, provided further, that the Partner Member or such other Person shall not be guilty of fraud, intentional misconduct or gross negligence. The Partnership Company shall, and hereby does, indemnify and hold harmless the Partners Members and their Affiliates and any individual acting on their behalf (including the Board Members and the General Growth Officers) from any loss, damage, claims or liability, including, but not limited to, including reasonable attorneys’ ' fees and expenses, incurred by them (i) by reason of any act performed by them or any Person acting on their behalf (including the Board Members and the General Growth Officers) in connection with the management of the Company and/or its Subsidiaries and/or any predecessors or successors thereof or thereto and in accordance with the standards set forth above or (ii) in enforcing the provisions of this indemnity; provided. For purposes of this 7.13, howeverthe term "General Growth Officers" shall include the officers, no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out directors and trustees of the assets of the PartnershipSubsidiaries. (b) Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefortherefor (such application to include (i) a written affirmation of such person's good faith belief that he or she met the standard of conduct necessary for entitlement to indemnification by the Company and (ii) his or her written agreement to immediately repay such amount if it should ultimately be determined that he or she has not met such standard), advances to cover the reasonable costs of defending any proceeding against such Person; provided, however, that such advances shall be repaid to the Partnership, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All rights of the indemnitee hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunder. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for the Partnership and no Partner shall be liable therefor.that

Waiver and Indemnification. (a) Neither the Partners General Partner nor any of its Affiliates, directors, officers, shareholders, nor any Person acting on its or their behalf, behalf pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the Partners General Partner by this Agreement and the Act, provided PROVIDED that the General Partner’s 's or such other Person’s 's conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in in, or not opposed to, the best interests of the Partnership and, provided furtherPROVIDED FURTHER, that the General Partner or such other Person shall was not be guilty of fraud, willful misconduct or gross negligence. The General Partner acknowledges that it owes fiduciary duties both to its shareholders and to the Limited Partners and it shall use its reasonable efforts to discharge such duties to each; PROVIDED, HOWEVER, that in the event of a conflict between the interests of the shareholders of the General Partner and the interests of the Limited Partners, the Limited Partners agree that the General Partner shall discharge its fiduciary duties to the Limited Partners by acting in the best interests of the General Partner's shareholders. The Partnership shall, and hereby does, indemnify and hold harmless the Partners General Partner and its Affiliates, their Affiliates respective directors, officers, shareholders and any other individual acting on its or their behalf to the extent such Persons would be indemnified by the General Partner pursuant to Article IX (or any succeeding provision) of the Charter of the General Partner if such persons were directors, officers, agents or employees of the General Partner; PROVIDED, HOWEVER, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. The Partnership shall, and hereby does, indemnify each Limited Partner and its Affiliates, their respective directors, officers, partners, shareholders and any other individual acting on its or their behalf, from and against any loss, damage, claims or liability, including, but not limited to, reasonable attorneys’ fees and expenses, costs (including costs of defense) incurred by them by reason it as a result of any act performed by them litigation in accordance with which any Limited Partner is named as a defendant and relating to the standards set forth above operations of the Partnership, unless such costs are the result of misconduct on the part of, or in enforcing the provisions a breach of this indemnityagreement by, such Limited Partner; providedPROVIDED, however, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. (b) Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefor, advances to cover the costs of defending any proceeding against such Person; provided, however, that such advances shall be repaid to the Partnership, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All rights of the indemnitee hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunder. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for the Partnership and no Partner shall be liable therefor.

Waiver and Indemnification. (a) A. Neither the Partners nor General Partner, any Person acting on their its behalf, nor any Person designated or delegated by the General Partner pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the Partners General Partner by this Agreement and the Act, provided that the General Partner’s 's or such other Person’s conduct 's action or omission to act was taken in good faith and in the belief that such conduct action or omission was in the best interests of the Partnership Bradxxx Xxxup as a whole, including, without limitation, the interests of the shareholders of the General Partner, and, provided further, that the Partner General Partner's or such other Person Person's actions or omissions shall not be guilty of fraud, misconduct constitute actual fraud or negligencegross negligence or deliberately dishonest conduct. The Partnership shall, and hereby does, indemnify and hold harmless the Partners General Partner and their its Affiliates and any individual acting on their behalf from any loss, damage, claims claim or liability, including, but not limited to, reasonable attorneys’ attorneys fees and expenses, incurred by them by reason of any act performed by them in accordance with the standards set forth above or in enforcing the provisions of this indemnity; provided, however, except as provided in Article 14, no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. (b) B. Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefor, advances to cover the costs of defending any proceeding against such Person; provided, however, that such advances shall be repaid to the Partnership, Partnership without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All rights of the indemnitee indemnity hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunder. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for of the Partnership and no Partner shall be liable therefor.

Waiver and Indemnification. (a) Neither Notwithstanding anything to the Partners contrary contained in this Agreement (including Section 7.12 and the Schedules attached hereto), neither the Members nor any Person acting on their behalf, behalf pursuant heretohereto (including the Board Members and General Growth Officers), shall be liable, responsible or accountable in damages or otherwise to the Partnership Company, any Subsidiary or to any Partner Member for any acts or omissions performed or omitted to be performed by them (or any Person acting on their behalf, including the Board Members and the General Growth Officers) in connection with the management of the Company and/or the Subsidiaries and within the scope of the authority conferred upon the Partners them by this Agreement and Agreement, the Board and/or the Act, provided that the Partner’s Member's or such other Person’s 's conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership Company and/or the Subsidiaries and, provided further, that the Partner Member or such other Person shall not be guilty of fraud, intentional misconduct or gross negligence. The Partnership Company shall, and hereby does, indemnify and hold harmless the Partners Members and their Affiliates and any individual acting on their behalf (including the Board Members and the General Growth Officers) from any loss, damage, claims or liability, including, but not limited to, including reasonable attorneys’ ' fees and expenses, incurred by them (i) by reason of any act performed by them or any Person acting on their behalf (including the Board Members and the General Growth Officers) in connection with the management of the Company and/or its Subsidiaries and/or any predecessors or successors thereof or thereto and in accordance with the standards set forth above or (ii) in enforcing the provisions of this indemnity; provided. For purposes of this 7.13, howeverthe term "General Growth Officers" shall include the officers, no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out directors and trustees of the assets of the PartnershipSubsidiaries. (b) Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefortherefor (such application to include (i) a written affirmation of such person's good faith belief that he or she met the standard of conduct necessary for entitlement to indemnification by the Company and (ii) his or her written agreement to immediately repay such amount if it should ultimately be determined that he or she has not met such standard), advances to cover the reasonable costs of defending any proceeding against such Person; provided, however, that such advances shall be immediately repaid to the PartnershipCompany, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All rights . (c) The indemnity obligations under this Section 7.13 shall be in addition to any liability which the Company otherwise may have to any Person entitled to receive indemnification under this Agreement, shall extend upon the same terms and conditions to the stockholders, officers, directors, partners, employees and controlling Persons of any such Person, and shall be binding upon and inure to the benefit of any successors, assigns, heirs, and personal representatives of the indemnitee hereunder Company, any Member, and any such other Person. The foregoing provisions shall survive the any termination of this Agreement or dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of Company. (d) The Company and the Person seeking indemnification prior to the time the Partnership is liquidated hereunder. The indemnification rights contained in this Agreement other Members shall be cumulative of, indemnified and in addition to, held harmless by each Member from and against any and all rightsclaims, remedies demands, liabilities, costs, damages, expenses (including reasonable attorneys' fees and recourse disbursements) and causes of action of any nature whatsoever arising out of or incidental to which the person seeking indemnification shall be entitledfraud, whether at law willful misconduct or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for the Partnership and no Partner shall be liable thereforgross negligence of such Member or any Affiliate of such Member.

Waiver and Indemnification. (a) Neither the Partners General Partner nor any Person acting on their its behalf, pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the Partners General Partner by this Agreement and the Act, provided that the General Partner’s or such other Person’s conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that the General Partner or such other Person shall not be guilty of fraud, misconduct or gross negligence. The Partnership shall, and hereby does, indemnify and hold harmless the Partners General Partner and their its Affiliates and any individual acting on their behalf from any loss, damage, claims claim or liability, including, but not limited to, reasonable attorneys’ fees and expenses, incurred by them by reason of any act performed by them in accordance with the standards set forth above or in enforcing the provisions of this indemnity; provided, however, no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. (b) Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefor, advances to cover the costs of defending any proceeding against such Person; provided, however, that such advances shall be repaid to the Partnership, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All rights of the indemnitee hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunder. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for of the Partnership and no Partner shall be liable therefor.

Waiver and Indemnification. (a) Neither No Officer, Partner, employee, agent or fiduciary of the Partners nor any Person acting on their behalfPartnership (each such Person, pursuant hereto, an “Indemnified Person”) shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any Limited Partner for any acts act or omissions performed or omitted omission to be performed act by them such person within the scope of the authority conferred upon the Partners by such person pursuant to this Agreement and or the Act; provided, provided that the Partner’s or (a) such other Person’s conduct or omission to act was taken person acted in good faith and in a manner he reasonably believed to be in or not opposed to the belief that Partnership’s best interests, (b) such conduct action or omission was in the best interests of the Partnership and, provided further, that the Partner or such other Person shall does not be guilty of constitute fraud, misconduct willful misconduct, bad faith, gross negligence or negligence. The an intentional and material breach of this Agreement, and (c) with respect to any criminal proceeding, such person had no reasonable cause to believe his conduct was unlawful, and the Partnership shall, and hereby does, indemnify and hold harmless each such person from and against all such damages to the Partners and their Affiliates and any individual acting on their behalf from any loss, damage, claims or liability, including, but not limited to, reasonable attorneys’ fees and expenses, incurred fullest extent permitted by them by reason applicable law. No amendment to this Section ‎12 will impair the rights of any act performed by them person arising at any time with respect to events occurring prior to such amendment. Notwithstanding anything to the contrary contained in accordance with the standards set forth above or in enforcing the provisions of this indemnity; provided, howeverAgreement, no Partner Indemnified Person shall have any personal liability with respect to the foregoing indemnificationindemnities set forth in this Section ‎12, and any such indemnification to indemnities shall be satisfied solely out of the assets of the Partnership. To the fullest extent permitted by applicable law, if any portion of this Section ‎12 shall be invalidated on any ground by any court of competent jurisdiction, then the Partnership shall nevertheless indemnify each Partner or Officer and may indemnify each employee or agent of the Partnership as to costs, charges and expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Partnership, to the fullest extent permitted by any applicable portion of this Section ‎12 that shall not have been invalidated. (b) Any Person entitled Without limitation of Section ‎8(d)(x), the Sanken Partner acknowledges and agrees that the Units held as of the date hereof, or hereafter acquired, by the Sanken Partner (the “Sanken Subject Units”) are subject to indemnification its obligations under this Agreement the Affiliate Contracts and, in the event of any breach of an Affiliate Contract by the Sanken Partner or any of its Affiliates party thereto, the PS Investor Partner may, in its discretion and following 30 days’ written notice to the Sanken Partner (during which period the Sanken Partner shall be given an opportunity to cure such alleged breach), and in addition to any other rights and remedies any Person may have with respect thereto, recover any damages arising in connection therewith (provided that nothing herein shall permit duplicate recovery) by requiring the Partnership to permanently set off (and reduce) any amounts payable by the Partnership or its subsidiaries to the Sanken Partner or any of its Affiliates or in respect of any Sanken Subject Units, including distributions or other payments to which the Sanken Partner is or may become entitled to receive, upon application therefor, advances to cover in respect of the costs of defending any proceeding against such PersonSanken Subject Units; provided, however, that if the Sanken Partner has not admitted in writing to such advances shall be repaid to the Partnership, without interest, breach or if such Person is found by a court of competent jurisdiction upon entry has not finally (without the possibility of a final judgment not to appeal) determined that such breach has occurred, the PS Investor Partner and the Partnership shall be entitled to withhold such indemnificationamounts payable pending resolution of such breach, and the actual amounts of any such damages shall permanently set off (and reduce) any such amounts payable only to the extent the Sanken Partner has admitted in writing to such breach or to the extent a court of competent jurisdiction has finally (without the possibility of appeal) determined a breach has occurred and the amount of damages associated therewith. All rights Notwithstanding anything in Section ‎15 to the contrary, the Sanken Partner agrees and confirms that any Person receiving Units from the Sanken Partner shall, as a condition to receiving such Units, agree to be bound by and subject to the obligations of this Section ‎12(b) with respect to damages for which the Sanken Partner and its Affiliates may be liable to the same extent as the Sanken Partner. Each of the indemnitee hereunder Partners and the Partnership hereby further acknowledges and agrees that any Drag-Along Transaction, sale of Units, exit transaction (including any restructuring or recapitalization contemplated therein) or other Transfer shall survive be structured to give effect to the dissolution of foregoing, including by reducing the proceeds otherwise payable to the Sanken Partner (and increasing the proceeds to the other Partners). (c) The Partnership agrees and acknowledges that, with respect to any Indemnified Person, the Partnership; provided, however(i) is relative to each, that a claim for indemnification the indemnitor of first resort (i.e., its obligations to such Indemnified Person under this Agreement must are primary and any duplicated, overlapping or corresponding obligations of an Affiliated Institution are secondary), (ii) shall be made required to make all advances and other payments under this Agreement, and shall be fully liable therefor, without regard to any rights any such Indemnified Person may have against his, her or its Affiliated Institution and (iii) irrevocably waives, relinquishes and releases any such Affiliated Institution from any and all claims against such Affiliated Institution for contribution, subrogation or any other recovery of any kind in respect thereof. The Partnership further agrees that no advancement or payment by or an Affiliated Institution on behalf of an Indemnified Person with respect to any claim for which such Indemnified Person has sought indemnification from the Person seeking indemnification prior Partnership shall affect the foregoing and any such Affiliated Institution shall have a right of contribution and/or be subrogated to the time extent of such advancement or payment to all of the Partnership is liquidated hereunderrights of recovery of any such applicable Indemnified Person against the Partnership. The indemnification rights contained in Partnership agrees that each Affiliated Institution is an express third party beneficiary of the terms of this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for the Partnership and no Partner shall be liable thereforSection ‎12(c).

Waiver and Indemnification. (a) Neither the Partners nor any Person acting on their behalf, pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the Partners by this Agreement and the Act, provided that the Partner’s or such other Person’s conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that the Partner or such other Person shall not be guilty of fraud, misconduct or negligence. The Partnership shall, and hereby does, indemnify and hold harmless the Partners and their Affiliates and any individual acting on their behalf from any loss, damage, claims or liability, including, but not limited to, reasonable attorneys’ attorneys fees and expenses, incurred by them by reason of any act performed by them in accordance with the standards set forth above or in enforcing the provisions of this indemnity; provided, however, no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. (b) Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefor, advances to cover the costs of defending any proceeding against such Person; provided, however, that such advances shall be repaid to the Partnership, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All rights of the indemnitee hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunder. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for the Partnership and no Partner shall be liable therefor.

Waiver and Indemnification. (a) Neither the Partners General Partner nor any Person acting on their its behalf, pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any Partner for any acts or omissions performed or omitted to be performed by them it within the scope of the authority conferred upon the Partners General Partner by this Agreement and the Act, provided that the General Partner’s 's or such other Person’s 's conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that the General Partner or such other Person shall not be guilty of fraud, willful misconduct or gross negligence. The . (b) To the fullest extent permitted by Delaware law, the Partnership shall, shall indemnify the General Partner and hereby does, indemnify and hold harmless the Partners and their its Affiliates and any individual Person acting on their behalf (each, an "Indemnitee") from and against any lossand all losses, damageclaims, claims damages, liabilities, joint or liabilityseveral, expenses (including, but not limited towithout limitation, reasonable attorneys’ ' fees and other legal fees and expenses), incurred 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 General Partner 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 it is finally determined by them by reason a court of competent jurisdiction, from which no further appeal may be taken, that such Indemnitee's action constituted intentional acts or omissions constituting willful misconduct or fraud. Without limitation, the foregoing indemnity shall extend to any liability of any act performed by them in accordance 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 standards set forth above or in enforcing the provisions of this indemnity; provided, however, no Partner shall have SECTION 8.6 in favor of any personal Indemnitee having or potentially having liability with respect to the foregoing indemnification, for any such indebtedness. Any indemnification pursuant to this SECTION 8.6 shall be satisfied solely 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 8.6. (bc) Any 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. (d) The indemnification provided by this SECTION 8.6 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 Indemnitees are indemnified. (e) The Partnership may, but shall not be obligated to, purchase and maintain insurance, on behalf of the Indemnitees 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. (f) For purposes of this SECTION 8.6, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by such Indemnitee of its duties to the Partnership also imposes duties on, or otherwise involves services by, such Indemnitee to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of this SECTION 8.6; and actions taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participant and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Partnership. (g) In no event may an Indemnitee subject any of the Partners to personal liability by reason of the indemnification provisions set forth in this Agreement. (h) An Indemnitee shall not be denied indemnification in whole or in part under this Agreement SECTION 8.6 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. (i) The provisions of this SECTION 8.6 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. Any amendment, modification or repeal of this SECTION 8.6 or any provision hereof shall be entitled to receive, upon application therefor, advances to cover the costs of defending prospective only and shall not in any proceeding against such Person; provided, however, that such advances shall be repaid to way affect the Partnership's liability to any Indemnitee under this SECTION 8.6, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled as in effect immediately prior to such indemnification. amendment, modification, or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted. (j) All rights of the any indemnitee hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunder. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all other rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for the Partnership and no Partner shall be liable therefor.

Waiver and Indemnification. (a) Neither the Partners nor any Person acting on their behalf, pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the Partners by this Agreement and the Act, provided that the Partner’s or such other Person’s conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that the Partner or such other Person shall not be guilty of fraud, misconduct or negligence. The Partnership shall, and hereby does, indemnify and hold harmless the Partners and their Affiliates and any individual acting on their behalf from any loss, damage, claims or liability, including, but not limited to, reasonable attorneys’ fees and expenses, incurred by them by reason of any act performed by them in accordance with the standards set forth above or in enforcing the provisions of this indemnity; provided, however, no Partner shall have any personal persona) liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. (b) Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefor, advances to cover the costs of defending any proceeding against such Person; provided, however, that such advances shall be repaid to the Partnership, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All rights of the indemnitee hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunder. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at equity. , Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for the Partnership and no Partner shall be liable therefor.

Waiver and Indemnification. (a) Neither the Partners General Partner nor any Person acting on their its behalf, pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the Partners General Partner by this Agreement and the Act, ; provided that the General Partner’s 's or such other Person’s 's conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that the General Partner or such other Person shall not be guilty of fraud, misconduct or negligence. The Partnership shall, and hereby does, to the fullest extent permitted by applicable law, indemnify and hold harmless the Partners General Partner and their its Affiliates and any individual acting on their behalf behalf, including their respective officers and directors, from any loss, damage, claims claim or liability, including, but not limited to, reasonable attorneys’ ' fees and expenses, incurred by them by reason of any act performed by them in accordance with the standards set forth above or in enforcing the provisions of this indemnity; provided, however, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. (b) Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefor, advances to cover the costs of defending any proceeding against such Person; provided, however, that such advances shall be repaid to the Partnership, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All rights of the indemnitee hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated terminated hereunder. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person Person seeking indemnification shall be entitled, whether at law or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for of the Partnership and no Partner shall be liable therefor.

Waiver and Indemnification. (a) Neither the Partners Managing Member nor any Person acting on their its behalf, pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership Company or to any Partner Member for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the Partners Managing Member by this Agreement and the Act, ; provided that (i) the Partner’s Managing Member's or such other Person’s 's conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that Company and (ii) the Partner Managing Member or such other Person shall not be guilty of fraud, willful misconduct or gross negligence. The Partnership Company shall, and hereby does, indemnify and hold harmless the Partners Managing Member and their its Affiliates and any individual acting on their behalf from any loss, damage, claims claim or liability, including, but not limited to, reasonable attorneys’ ' fees and expenses, incurred by them by reason of any act performed by them in accordance with the standards set forth above or in enforcing the provisions of this indemnity; provided, however, no Partner Member shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the PartnershipCompany. (b) Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefor, advances to cover the costs of defending any proceeding against such Person; provided, however, that such advances shall be repaid to the PartnershipCompany, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All rights of the indemnitee hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunderCompany. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for of the Partnership Company and no Partner Member shall be liable therefor. (c) The provisions of this Section 6.6 also shall apply to the Liquidating Trustee and the Tax Matters Member.

Waiver and Indemnification. (a) Neither Notwithstanding anything to the Partners contrary contained in this Agreement (including the Schedules attached hereto), neither of the Members (including the Managing Member) nor any Person acting on their behalf, its behalf pursuant heretohereto (including the Board members and GGMI), shall be liable, responsible or accountable in damages or otherwise to the Partnership Company, any Subsidiary or to any Partner Member for any acts or omissions performed or omitted to be performed by it (or any Person acting on its behalf, including the Board members and GGMI) in connection with the management of the Company and/or the Subsidiaries or the performance of services for them or any of them and within the scope of the authority conferred upon the Partners them by this Agreement and Agreement, the Board and/or the Act, provided that the Partner’s Member's or such other Person’s 's conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership Company and/or the Subsidiaries and, provided further, that the Partner Member or such other Person shall not be guilty of fraud, intentional misconduct or negligencegross negligence (and the engagement in conduct permitted by Section 12.3 shall be deemed to have met such standards). The Partnership Company shall, and hereby does, indemnify and hold harmless the Partners Members (including the Managing Member) and their Affiliates and any individual acting on their behalf (including the Board members and GGMI) from any loss, damage, claims or liability, including, but not limited to, including reasonable attorneys’ ' fees and expenses, incurred by them (i) by reason of any act performed or omitted to be performed by them or any Person acting on their behalf (including the Board members and GGMI) in connection with the management of, or provision of services for, the Company and/or its Subsidiaries and/or any predecessors or successors thereof or thereto and in accordance with the standards standard of conduct set forth above or (ii) in enforcing the provisions of this indemnity; provided, however, no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. (b) Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefortherefor (such application to include (i) a written affirmation of such person's good faith belief that he or she met the standard of conduct necessary for entitlement to indemnification by the Company and (ii) his or her written agreement to immediately repay such amount if it should ultimately be determined that he or she has not met such standard), advances to cover the reasonable costs of defending any proceeding against such Person; provided, however, that such advances shall be immediately repaid to the PartnershipCompany, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final nonappealable judgment not to be entitled to such indemnification. All rights . (c) The indemnity obligations under this Section 6.6 shall be in addition to any liability which the Company otherwise may have to any Person entitled to receive indemnification under this Agreement, shall extend upon the same terms and conditions to the stockholders, officers, directors, partners, employees and controlling Persons of any such Person, and shall be binding upon and inure to the benefit of any successors, assigns, heirs, and personal representatives of the indemnitee hereunder Company, any Member, and any such other Person. The foregoing provisions shall survive the any termination of this Agreement or dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of Company. (d) The Company and the Person seeking indemnification prior to the time the Partnership is liquidated hereunder. The indemnification rights contained in this Agreement other Members shall be cumulative of, indemnified and in addition to, held harmless by each Member from and against any and all rightsclaims, remedies demands, liabilities, costs, damages, expenses (including reasonable attorneys' fees and recourse disbursements) and causes of action of any nature whatsoever arising out of or incidental to which the person seeking indemnification shall be entitledfraud, whether at law willful misconduct or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for the Partnership and no Partner shall be liable thereforgross negligence of such Member or any Affiliate of such Member.

Waiver and Indemnification. (a) Neither the Partners General Partner, nor any of its Affiliates, directors, trust managers, officers, stockholders, nor any Person acting on their behalf, behalf pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the Partners General Partner by this Agreement and the Act, provided that the General Partner’s ’s, or such other Person’s conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that the General Partner or such other Person shall not be guilty of fraud, willful misconduct or gross negligence. The General Partner acknowledges that it owes fiduciary duties both to its stockholders and to the Limited Partners and it shall use its reasonable efforts to discharge such duties to each; provided, however, that in the event of a conflict between the interests of the stockholders of the General Partner and the interests of the Limited Partners, the Limited Partners agree that the General Partner shall discharge its fiduciary duties to the Limited Partners by acting in the best interests of the General Partner’s stockholders. Nothing contained in the preceding sentence shall be construed as entitling the General Partner to realize any profit or gain from any transaction between the General Partner and the Partnership (except as may be required by law upon a distribution to the General Partner ), including from the lending of money by the General Partner to the Partnership or the contribution of property by the General Partner to the Partnership, it being understood that in any such transaction the General Partner shall be entitled to cost recovery only. The Partnership shall, and hereby does, indemnify and hold harmless each of the Partners General Partner and its Affiliates, their Affiliates respective directors, officers, stockholders and any other individual acting on its or their behalf to the extent such Persons would be indemnified by the General Partner pursuant to the Charter of the General Partner if such Persons were directors, officers, agents or employees of the General Partner; provided, however, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. The Partnership shall, and hereby does, indemnify each Limited Partner and its Affiliates, their respective directors, officers, stockholders and any other individual acting on its or their behalf, from and against any loss, damage, claims or liability, including, but not limited to, reasonable attorneys’ fees and expenses, costs (including costs of defense) incurred by them by reason it as a result of any act performed litigation or other proceeding in which any Limited Partner is named as a defendant or any claim threatened or asserted against any Limited Partner, in either case which relates to the operations of the Partnership or any obligation assumed by them in accordance with the standards set forth above Partnership, unless such costs are the result of misconduct on the part of, or in enforcing the provisions a breach of this indemnityAgreement by, such Limited Partner; provided, however, no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. (b) Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefor, advances to cover the costs of defending any proceeding against such Person; provided, however, that such advances shall be repaid to the Partnership, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All rights of the indemnitee hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunder. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for the Partnership and no Partner shall be liable therefor.

Waiver and Indemnification. (a) A. Neither the Partners nor General Partner, any Person acting on their its behalf, nor any Person designated or delegated by the General Partner pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the Partners General Partner by this Agreement and the Act, provided that the General Partner’s 's or such other Person’s conduct 's action or omission to act was taken in good faith and in the belief that such conduct action or omission was in the best interests of the Partnership Xxxxxxx Group as a whole, including, without limitation, the interests of the shareholders of the General Partner, and, provided further, that the Partner General Partner's or such other Person Person's actions or omissions shall not be guilty of fraud, misconduct constitute actual fraud or negligencegross negligence or deliberately dishonest conduct. The Partnership shall, and hereby does, indemnify and hold harmless the Partners General Partner and their its Affiliates and any individual acting on their behalf from any loss, damage, claims claim or liability, including, but not limited to, reasonable attorneys’ ' fees and expenses, incurred by them by reason of any act performed by them in accordance with the standards set forth above or in enforcing the provisions of this indemnity; provided, however, except as provided in Article 14, no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. (b) B. Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefor, advances to cover the costs of defending any proceeding against such Person; provided, however, that such advances shall be repaid to the Partnership, Partnership without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All rights of the indemnitee indemnity hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunder. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for of the Partnership and no Partner shall be liable therefor.

Waiver and Indemnification. (a) Neither the Partners General Partner nor any Person acting on their its behalf, pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the Partners General Partner by this Agreement and the Act, provided that the General Partner’s 's or such other Person’s 's conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that the General Partner or such other Person shall not be guilty of fraud, misconduct or gross negligence. The Partnership shall, and hereby does, indemnify and hold harmless the Partners General Partner and their its Affiliates and any individual acting on their behalf from any loss, damage, claims claim or liability, including, but not limited to, reasonable attorneys’ ' fees and expenses, incurred by them by reason of any act performed by them in accordance with the standards set forth above or in enforcing the provisions of this indemnity; provided, however, no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership.shall (b) Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefor, advances to cover the costs of defending any proceeding against such Person; provided, however, that such advances shall be repaid to the Partnership, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be he entitled to such indemnification. All rights of the indemnitee hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunder. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for of the Partnership and no Partner shall be liable therefor.

Waiver and Indemnification. (a) Neither the Managing General Partner, the Non-Managing General Partners nor any of their Affiliates, directors, trust managers, officers, shareholders, nor any Person acting on their behalf, behalf pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the Managing General Partner or the Non-Managing General Partners by this Agreement and the Act, provided that the Managing General Partner’s 's, the Non-Managing General Partners' or such other Person’s 's conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that the Partner Managing General Partner, the Non-Managing General Partners or such other Person shall not be guilty of fraud, willful misconduct or gross negligence. The Managing General Partner acknowledges that it owes fiduciary duties both to its shareholders and to the Limited Partners and it shall use its reasonable efforts to discharge such duties to each; PROVIDED, HOWEVER, that in the event of a conflict between the interests of the shareholders of the Managing General Partner and the interests of the Limited Partners, the Limited Partners agree that the Managing General Partner shall discharge its fiduciary duties to the Limited Partners by acting in the best interests of the Managing General Partner's shareholders. Nothing contained in the preceding sentence shall be construed as entitling either the Managing General Partner or the Non-Managing General Partners to realize any profit or gain from any transaction between such Partner and the Partnership (except as may be required by law upon a distribution to the Managing General Partner or the Non-Managing General Partners), including from the lending of money by the Managing General Partner or the Non-Managing General Partners to the Partnership or the contribution of property by the Managing General Partner or the Non-Managing General Partners to the Partnership, it being understood that in any such transaction the Managing General Partner or the Non-Managing General Partners, as the case may be, shall be entitled to cost recovery only. The Partnership shall, and hereby does, indemnify and hold harmless each of the Managing General Partner and the Non-Managing General Partners and its Affiliates, their Affiliates respective directors, officers, shareholders and any other individual acting on its or their behalf to the extent such Persons would be indemnified by the Managing General Partner pursuant to the Charter of the Managing General Partner if such persons were directors, officers, agents or employees of the Managing General Partner (or the Charter of SDG or the Amended and Restated Regulations of SD Property, if such Persons were directors, officers, agents or employees of the Non-Managing General Partners); PROVIDED, HOWEVER, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. The Partnership shall, and hereby does, indemnify each Limited Partner and its Affiliates, their respective directors, officers, shareholders and any other individual acting on its or their behalf, from and against any loss, damage, claims or liability, including, but not limited to, reasonable attorneys’ fees and expenses, costs (including costs of defense) incurred by them by reason it as a result of any act performed litigation or other proceeding in which any Limited Partner is named as a defendant or any claim threatened or asserted against any Limited Partner, in either case which relates to the operations of the Partnership or any obligation assumed by them in accordance with the standards set forth above Partnership, unless such costs are the result of misconduct on the part of, or in enforcing the provisions a breach of this indemnityAgreement by, such Limited Partner; providedPROVIDED, howeverHOWEVER, no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. (b) Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefor, advances to cover the costs of defending any proceeding against such Person; provided, however, that such advances shall be repaid to the Partnership, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All rights of the indemnitee hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunder. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for the Partnership and no Partner shall be liable therefor.

Waiver and Indemnification. (a) Neither the Partners nor any Person acting on their behalf, pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the Partners by this Agreement and the Act, provided that the Partner’s or such other Person’s conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that the Partner or such other Person shall not be guilty of fraud, misconduct or negligence. The Partnership shall, and hereby does, indemnify and hold harmless the Partners and their Affiliates and any individual acting on their behalf from any loss, damage, claims or liability, including, but not limited to, reasonable attorneys’ fees and expenses, incurred by them by reason of any act performed by them in accordance with the standards set forth above or in enforcing the provisions of this indemnity; provided, however, no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. (b) Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefor, advances to cover the costs of defending any proceeding against such Person; provided, however, that such advances shall be repaid to the Partnership, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All rights of the indemnitee hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunder. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person Person seeking indemnification shall be entitled, whether at law or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for the Partnership and no Partner shall be liable therefor.

Waiver and Indemnification. (a) Neither the Partners General Partner nor any Person acting on their its behalf, pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the Partners General Partner by this Agreement and the Act, provided that the General Partner’s 's or such other Person’s 's conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that the General Partner or such other Person shall not be guilty of fraud, misconduct misconduct, bad faith or gross negligence. The Partnership shall, and hereby does, indemnify and hold harmless the Partners General Partner and their its Affiliates and any individual acting on their behalf from any loss, damage, claims claim or liability, including, but not limited to, reasonable attorneys’ ' fees and expenses, incurred by them by reason of any act performed by them in accordance with the standards set forth above or in enforcing the provisions of this indemnity; provided, however, no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. (b) Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefor, advances to cover the costs of reasonably incurred defending any proceeding against such Person; provided, however, that such advances shall be repaid to the Partnership, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All rights of the indemnitee hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunder. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for the Partnership and no Partner shall be liable therefor.final

Waiver and Indemnification. (a) Neither the Partners General Partner nor any Person acting on their its behalf, pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the Partners General Partner by this Agreement and the Act, provided that the General Partner’s 's or such other Person’s 's conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that the General Partner or such other Person shall not be guilty of fraud, misconduct or gross negligence. The Partnership shall, and hereby does, indemnify and hold harmless the Partners General Partner and their its Affiliates and any individual acting on their behalf from any loss, damage, claims claim or liability, including, but not limited to, reasonable attorneys’ ' fees and expenses, incurred by them by reason of any act performed by them in accordance with the standards set forth above or in enforcing the provisions of this indemnity; provided, however, no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. (b) . Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefor, advances to cover the costs of defending any proceeding against such Person; provided, however, that such advances shall be repaid to the Partnership, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All rights of the indemnitee hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunder. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for of the Partnership and no Partner shall be liable therefor. Limited Partner Representatives. A Majority-In-Interest of the Bucksbaum Limited Partners shall appoint one or more representatives ("Limited Partner Representatives"). A Majority-In-Interest of the Bucksbaum Limited Partners shall have the right, at any time, within their sole discretion, to replace any of the Limited Partner Representatives, to appoint a temporary substitute to act for any Limited Partner Representative unable to act, or to vest in only one of the Limited Partner Representatives the sole power to exercise rights of the Limited Partner Representatives hereunder. The Limited Partner Representatives shall be appointed by the Bucksbaum Limited Partners in writing, a copy of which shall be delivered to the General Partner. Any appointments of Limited Partner Representatives made hereunder shall remain effective until rescinded in a writing delivered to the General Partner and the General Partner shall have the right and authority to rely (and shall be fully protected in so doing) on the actions taken and directions given by such Limited Partner Representatives without any further evidence of their authority or further action by the Bucksbaum Limited Partners. Operation in Accordance with REIT Requirements. The Partners acknowledge and agree that the Partnership shall be operated in a manner that will enable the General Partner to (a) satisfy the REIT Requirements and (b) avoid the imposition of any federal income or excise tax liability. The Partnership shall avoid taking any action, or permitting any Property Partnership to take any action, which would result in the General Partner ceasing to satisfy the REIT Requirements or would result in the imposition of any federal income or excise tax liability on the General Partner. The determination as to whether the Partnership has operated in the manner prescribed in this Section 6.12 shall be made without regard to any action or inaction of the General Partner with respect to distributions and the timing thereof.

Waiver and Indemnification. (a) Neither Expedia, Company, the Partners nor Representative, and the Holders agree to and hereby do waive any Person acting on their behalfsuit, pursuant heretoclaim, shall be liable, responsible demand or accountable in damages cause of action of any kind which they may have or otherwise may assert against the Custodian arising out of or relating to the Partnership execution or to any Partner for any acts performance by the Custodian of this Escrow Agreement, unless such suit, claim, demand or omissions performed cause of action is based upon the willful neglect or omitted to be performed by them within the scope gross negligence or bad faith of the authority conferred upon the Partners by this Agreement and the Act, provided that the Partner’s or such other Person’s conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that the Partner or such other Person shall not be guilty of fraud, misconduct or negligence. The Partnership shall, and hereby does, indemnify and hold harmless the Partners and their Affiliates and any individual acting on their behalf from any loss, damage, claims or liability, including, but not limited to, reasonable attorneys’ fees and expenses, incurred by them by reason of any act performed by them in accordance with the standards set forth above or in enforcing the provisions of this indemnity; provided, however, no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. (b) Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefor, advances to cover the costs of defending any proceeding against such PersonCustodian; provided, however, that such advances shall be repaid notwithstanding anything in this Escrow Agreement to the Partnershipcontrary, without interestthe Custodian shall in no event be liable for special, punitive, indirect or consequential losses or damages of any kind whatsoever, even if the Custodian has been advised of the likelihood of such Person is found by a court loss or damage and regardless of competent jurisdiction upon entry the form of a final judgment not action. They further agree to indemnify the Custodian and hold it harmless against and from any and all claims, demands, costs, liabilities and expenses, including reasonable attorneys' fees, which may be asserted against it or to which it may be exposed or which it may incur for any action taken, suffered or omitted to be entitled taken, by reason of its execution, administration or performance of this Escrow Agreement, except to such indemnificationthe extent attributable to its willful neglect, gross negligence, or bad faith. All rights of the indemnitee hereunder Such agreement to indemnify shall survive the dissolution termination of this Escrow Agreement until extinguished by any applicable statute of limitations. Notwithstanding the foregoing the liability of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunder. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at equity. Indemnification Holders pursuant to this Agreement Section shall be made solely and entirely from limited to the assets for the Partnership and no Partner shall be liable thereforStockholder's interest in any remaining Escrow Shares.