GLDUS238 SOUTHERN FINANCIAL LLC Proprietary and Confidential omission is taken or suffered in reliance upon and in accordance with the opinion or advice of legal counsel (as to matters of law), or of accountants (as to matters of accounting), or of investment bankers, accounting firms, or other appraisers (as to matters of valuation), provided that any such professional or finn is selected by any such Person with reasonable cam. 12.2 INDEMNIFICATION. 12.2.1 General. The Covered Persons, each liquidator and each partner, member, stockholder, director, officer, manager, trustcc, employee, agent and Affiliate of any of the foregoing (each, an ""Indemnitee") shall be indemnified (whether or not the Indemnitee continues to serve in such capacity at the time such action, suit or proceeding is brought or threatened), subject to the other provisions of this Agreement, by the Partnership (out of Partnership assets, including unpaid Subscriptions, the proceeds of liability insurance and as set forth in 12.4) against any claim, demand, controversy, dispute, cost, loss, damage, expense (including legal and accounting fees and expenses, costs of investigations and sums paid in settlement), judgment and/or liability of any kind or nature, whatsoever or however arising incurred by or imposed upon the Indemnitee in connection with any action, suit or proceeding (including any proceeding before any administrative or legislative body or agency), to which the Indemnitee may be made a party or otherwise involved or with which the Indemnitee shall be threatened, by reason of the Indemnitee's being at the time the cause of action arose or thereafter, a Covered Person, a liquidator, a partner, member, stockholder, director, officer, manager, trustee, employee, agent or Affiliate of any of the foregoing, or a partner, member, stockholder, director, officer, manager. trustee, employee, consultant or agent of any other organization in which the Partnership owns or has