Exhibit 99.17
Article 11 of the Texas Revised Limited Partnership Act
ARTICLE 11. INDEMNIFICATION
Definitions
Sec. 11.01. In this article:
(1) "Limited partnership" includes a domestic or foreign predecessor entity of
the limited partnership in a merger, consolidation, or other transaction in
which the liabilities of the predecessor are transferred to the limited
partnership by operation of law and in any other transaction in which the
limited partnership assumes the liabilities of the predecessor but does not
specifically exclude liabilities that are governed by this article.
(2) "Enterprise" means a foreign or domestic limited partnership, corporation,
general partnership, joint venture, sole proprietorship, trust, employee benefit
plan, or similar entity.
(3) "Expenses" includes court costs and attorney's fees.
(4) "General partner" includes:
(A) any person who, while a general partner of a limited partnership, is or was
serving at the request of the limited partnership as a representative of an
enterprise; and
(B) a representative of an enterprise that is a general partner of the limited
partnership.
(5) "Official capacity" means:
(A) if used with respect to a general partner, the exercise of authority by or
on behalf of a general partner under this Act or the partnership agreement,
other than service for another enterprise; and
(B) if used with respect to a limited partner, employee, or agent, the
relationship undertaken by the limited partner, employee, or agent on behalf of
the limited partnership, other than service for another enterprise.
(6) "Proceeding" means any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, arbitrative, or
investigative, any appeal in such an action, suit, or proceeding, and any
inquiry or investigation that could lead to such an action, suit, or proceeding.
(7) "Representative" means a person serving as a partner, director, officer,
venturer, proprietor, trustee, employee, or agent of an enterprise or serving a
similar function for an enterprise.
General power and standard for indemnification
Sec. 11.02. If provided in a written partnership agreement, a limited
partnership may indemnify a person who was, is, or is threatened to be made a
named defendant or respondent in a proceeding because the person is or was a
general partner only if it is determined in accordance with Section 11.06 of
this Act that the person:
(1) acted in good faith;
(2) reasonably believed:
(A) in the case of conduct in the person's official capacity as a general
partner of the limited partnership, that the
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person's conduct was in the limited partnership's best interests; and
(B) in all other cases, that the person's conduct was at least not opposed to
the limited partnership's best interests; and
(3) in the case of a criminal proceeding, had no reasonable cause to believe
that the person's conduct was unlawful.
Limitations on general power of indemnification
Sec. 11.03. Except to the extent permitted by Section 11.05 of this Act, a
general partner may not be indemnified under Section 11.02 of this Act with
respect to a proceeding in which:
(1) the person is found liable on the basis that the person improperly received
personal benefit, whether or not the benefit resulted from an action taken in
the person's official capacity; or
(2) the person is found liable to the limited partnership or the limited
partners.
Effect of settlement or other termination of proceeding
Sec. 11.04. The termination of a proceeding by judgment, order, settlement,
conviction, or on a plea of nolo contendere or its equivalent does not alone
determine that the person did not meet the requirements provided by Section
11.02 of this Act. A person is considered to have been found liable in relation
to any claim, issue, or matter only if the person has been adjudged liable by a
court of competent jurisdiction and all appeals have been exhausted.
Liabilities for which indemnification allowed under general power
Sec. 11.05. A general partner may be indemnified under Section 11.02 of this
Act against judgments, penalties, including excise and similar taxes, fines,
settlements, and reasonable expenses actually incurred by the person in
connection with the proceeding, except that if the person is found liable to the
limited partnership or the limited partners or is found liable on the basis that
the person improperly received personal benefit, the indemnification:
(1) is limited to reasonable expenses actually incurred by the person in
connection with the proceeding; and
(2) shall not be made in relation to a proceeding in which the person has been
found liable for wilful or intentional misconduct in the performance of the
person's duty to the limited partnership or the limited partners.
Determination that standard has been met
Sec. 11.06. A determination that indemnification is permissible under Section
11.02 of this Act must be made:
(1) by a majority vote of a quorum consisting of general partners who at the
time of the vote are not named defendants or respondents in the proceeding;
(2) by special legal counsel selected by the general partners by vote as
provided by Subdivision (1) of this section or, if such a quorum cannot be
obtained, by a majority vote of all general partners; or
(3) by a majority in interest of the limited partners in a vote that excludes
the interests held by general partners who are named defendants or respondents
in the proceeding.
Authorization of payment and determination of reasonableness of amount
Sec. 11.07. Authorization of indemnification and determination of a
reasonableness of expenses must be made in the same manner as the determination
that indemnification is permissible, except that if the determination that
indemnification is permissible is made by special legal counsel, authorization
of indemnification and determination
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of reasonableness of expenses must be made in the manner specified by
Subdivision (2) of Section 11.06 of this Act governing the selection of special
legal counsel. A provision contained in a written partnership agreement, a
resolution of the general partners or of a majority in interest of the limited
partners, or an agreement that makes mandatory the indemnification permitted
under Section 11.02 of this Act, constitutes authorization of indemnification in
the manner required by this section even though the provision may not have been
adopted or authorized in the same manner as the determination that
indemnification is permissible.
Mandatory indemnification of successful general partner
Sec. 11.08. A limited partnership shall indemnify a general partner against
reasonable expenses incurred by the general partner in connection with a
proceeding in which the general partner is a named defendant or respondent
because the general partner is or was a general partner if the general partner
has been wholly successful, on the merits or otherwise, in the defense of the
proceeding.
Expenses of suit for mandatory indemnification
Sec. 11.09. If, in a suit for the indemnification required by Section 11.08 of
this Act, a court of competent jurisdiction determines that the general partner
is entitled to indemnification under that section, the court shall order
indemnification and shall award to the general partner the expenses incurred in
securing the indemnification.
Court authorization of indemnification when not otherwise authorized
Sec. 11.10. If, on application of a general partner, a court of competent
jurisdiction determines, after giving notice that the court considers necessary,
that the general partner is fairly and reasonably entitled to indemnification in
view of all the relevant circumstances, whether the general partner has met the
requirements set forth in Section 11.02 of this Act or has been adjudged liable
in the circumstances described by Section 11.03 of this Act, the court may order
the indemnification that the court determines is proper and equitable. The court
shall limit indemnification to reasonable expenses if the general partner is
found liable to the limited partnership or the limited partners or if the
general partner is found liable on the basis that personal benefit was
improperly received by the general partner, whether or not the benefit resulted
from an action taken in the general partner's official capacity.
Advance payment of expenses
Sec. 11.11. The limited partnership may pay or reimburse, in advance of the
final disposition of the proceeding, reasonable expenses incurred by a general
partner who was, is, or is threatened to be made a named defendant or respondent
in a proceeding, without the determination specified in Section 11.06 of this
Act or the authorization or determination specified in Section 11.07 of this
Act, after the limited partnership receives a written affirmation by the general
partner of the general partner's good faith belief that the general partner has
met the standard of conduct necessary for indemnification under this article,
and a written undertaking by or on behalf of the general partner to repay the
amount paid or reimbursed if it is ultimately determined that the general
partner has not met that standard or it is ultimately determined that
indemnification of the general partner against expenses incurred by such general
partner in connection with that proceeding is prohibited by Section 11.05 of
this Act. A provision contained in a written partnership agreement, a resolution
of the general partners or of the limited partners, or an agreement that makes
mandatory the payment or reimbursement permitted under this Section shall be
deemed to constitute authorization of that payment or reimbursement.
Type of undertaking required for advance payment of expenses
Sec. 11.12. The written undertaking required by Section 11.11 of this Act must
be an unlimited general obligation of the general partner, but need not be
secured and may be accepted without reference to financial ability to make
repayment.
Limits on a contractual indemnification
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Sec. 11.13. A provision for a limited partnership to indemnify or to advance
expenses to a general partner who was, is, or is threatened to be made a named
defendant or respondent in a proceeding, whether contained in the limited
partnership agreement, a resolution of the general partners or the limited
partners, an agreement, or otherwise, except in accordance with Section 11.18 of
this Act, is valid only to the extent that it is consistent with this article or
with the applicable reimbursement provisions of the Texas Uniform Partnership
Act (Article 6132b, Vernon's Texas Civil Statutes), or the Texas Revised
Partnership Act and its subsequent amendments as limited by the limited
partnership agreement, if such a limitation exists.
Reimbursement of expenses as witness
Sec. 11.14. Notwithstanding any other provision of this article, a limited
partnership may pay or reimburse expenses incurred by a general partner in
connection with the general partner's appearance as a witness or other
participation in a proceeding involving or affecting the limited partnership at
a time when the general partner is not a named defendant or respondent in the
proceeding.
Indemnification and advances to limited partners, employees, and agents
Sec. 11.15. A limited partnership may indemnify and advance expenses to a
limited partner, employee, or agent of the limited partnership to the same
extent that it may indemnify and advance expenses to a general partner under
this article.
Indemnification and advances to persons serving partnership in other
enterprises
Sec. 11.16. A limited partnership may indemnify and advance expenses to persons
who are not or were not limited partners, employees, or agents of the limited
partnership but who are or were serving at the request of the limited
partnership as a representative of another enterprise to the same extent that it
may indemnify and advance expenses to a general partner under this article.
Indemnification of persons other than general partners
Sec. 11.17. A limited partnership may further indemnify and advance expenses to
a limited partner, employee, agent, or person identified in Section 11.16 of
this Act and who is not a general partner, to the extent, consistent with law,
provided by its partnership agreement, by general or specific action of its
general partner, by contract, or as permitted or required by common law.
Insurance and other arrangements for payment
Sec. 11.18. Except as otherwise provided by this article, and unless otherwise
provided by the partnership agreement, a limited partnership may purchase and
maintain insurance or another arrangement on behalf of any person who is or was
a general partner, limited partner, employee, or agent of the limited
partnership, or who is or was serving at the request of the limited partnership
as a representative of another enterprise, against any liability asserted
against the person and incurred by the person in that capacity or arising out of
the person's status in that capacity, regardless of whether the limited
partnership would have the power to indemnify the person against that liability
under this article. However, if the insurance or other arrangement is with a
person or entity that is not regularly engaged in the business of providing
insurance coverage, the insurance or other arrangement may provide for payment
of a liability with respect to which the limited partnership would not have the
power to indemnify the person only if it includes coverage for the additional
liability that has been approved by a majority in interest of the limited
partners of the limited partnership. Without limiting the power of the limited
partnership to procure or maintain any kind of insurance or other arrangement, a
limited partnership may, for the benefit of persons indemnified by the limited
partnership, create a trust fund, establish any form of self-insurance, secure
its indemnity obligation by grant of a security interest or other lien on the
assets of the limited partnership, or establish a letter of credit, guaranty, or
surety arrangement. The insurance or other arrangement may be procured,
maintained, or established within the limited partnership or with an insurer or
other person considered appropriate by the general
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partner regardless of whether all or part of the stock or other securities of
the insurer or other person are owned in whole or part by the limited
partnership. In the absence of actual fraud, the judgment of the general
partners as to the terms and conditions of the insurance or other arrangement
and the identity of the insurer or other person participating in an arrangement
is conclusive, and the insurance or other arrangement is not voidable and does
not subject the general partners approving the insurance or other arrangement to
liability, on any ground, regardless of whether general partners participating
in approving the insurance or other arrangement will be beneficiaries.
Reports of indemnification and advances
Sec. 11.19. Any indemnification of or advance of expenses to a general partner
in accordance with this article shall be reported promptly in writing to the
limited partners. The report must be made not later than six months after the
date that the indemnification occurs.
Service to employee benefit plan
Sec. 11.20. For purposes of this article, the limited partnership is considered
to have requested a general partner to serve an employee benefit plan if the
performance by a general partner of the general partner's duties to the limited
partnership also imposes duties on or otherwise involves services by the general
partner to the plan or participants in or beneficiaries of the plan. Excise
taxes assessed on a general partner with respect to an employee benefit plan
pursuant to applicable law are deemed fines. Action taken or omitted by a
general partner with respect to an employee benefit plan in the performance of
the general partner's duties for a purpose reasonably believed by the general
partner to be in the interest of the participants and beneficiaries of the plan
is considered to be for a purpose that is not opposed to the best interests of
the limited partnership.
Restrictions on indemnification
Sec. 11.21. The written partnership agreement of a limited partnership may
restrict the circumstances under which the limited partnership is required or
permitted to indemnify a person under Section 11.08, 11.09, 11.10, 11.15, 11.16,
or 11.17.
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