Common use of Exculpation and Indemnification Clause in Contracts

Exculpation and Indemnification. (a) None of the Manager or liquidator or any of their partners, members, employees, officers, agents, directors or affiliates (each, a “Covered Person”) shall be liable to the Company or any Member for any loss suffered by the Company or any Member which arises out of any investment or any other action or omission of such Covered Person unless such Covered Person has been finally adjudicated to have acted with gross negligence or fraud. No Covered Person shall be liable to the Company or any Member with respect to any action or omission taken or suffered by any of them in good faith if such action or 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). The Company shall indemnify and hold harmless each Covered Person, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, from and against any loss or expense reasonably suffered or sustained by him or her in connection therewith by reason of the fact that he, she or it is or was the Manager, a partner, member, employee, officer, agent, director or affiliate of the Manager, or a director, officer or employee of the Portfolio Company or any other organization which he, she or it serves or has served as a director, officer or employee at the request of the Company or in connection with Company affairs, including without limitation any judgment, settlement, reasonable attorneys’ fees or any other costs or expenses incurred in connection with the defense of any threatened, pending or completed action, suit or proceeding, provided that this indemnity shall not extend to matters as to which the Covered Person has been finally adjudicated in any action suit or proceeding to have acted with gross negligence or fraud. (b) The rights to indemnification and advancement of expenses conferred in this Section 10 shall not be exclusive and shall be in addition to any rights to which any Covered Person may otherwise be entitled or hereafter acquire under any law, statute, rule, regulation, charter document, by-law, contract or agreement. The indemnification obligation of the Company to a Covered Person with respect to any damages shall be reduced by any indemnification payments actually received by such Covered Person from the Portfolio Company or other entity (other than the Manager or its respective affiliates) with respect to the same damages. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Section 10, the Members intend that, to the maximum extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liability. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such payments, but such payments by the Company are not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay the Company to the extent of such duplicative payments. If, notwithstanding the intention of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Section 10, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person that relieved or reduced the obligation of the Portfolio Company or other entity to such Covered Person. Indemnification payments (if any) made to a Covered Person by the Manager (or its affiliates) in respect of damages for which (and to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation to such Covered Person and/or the Manager (or its affiliates), as applicable, for such payments. As used in this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity shall be deemed to include payments made or to be made by or on behalf of the Portfolio Company or other entity or any successor thereto including, pursuant to an insurance policy or similar arrangement.

Exculpation and Indemnification. (a) None Neither the Partners, the directors, their affiliates, nor any person who at any time shall serve, or shall have served, as a director, officer, employee or other agent of any Partner or any such affiliate and who, in such capacity, shall engage, or shall have engaged, in activities on behalf of the Manager or liquidator or any of their partners, members, employees, officers, agents, directors or affiliates Partnership (each, a “Covered PersonSpecified Agent”) shall be liable liable, in damages or otherwise, to the Company Partnership or to any Partner for, and neither the Partnership nor any Partner shall take any action against such Partners, their affiliates or any Member for Specified Agent, in respect of any loss suffered by the Company or any Member which arises out of any investment acts or omissions performed or omitted by it pursuant to the authority granted by this Agreement, or otherwise performed on behalf of the Partnership, if such Partner, such affiliate, or such Specified Agent, as applicable, in good faith, determined that such course of conduct was in the best interests of the Partnership. Each Partner shall look solely to the assets of the Partnership for return of his, her or its investment, and if the property of the Partnership remaining after the discharge of the debts and liabilities of the Partnership is insufficient to return such investment, each Partner shall have no recourse against the Partnership, the other Partners or their affiliates, except as expressly provided herein; provided, however, that the foregoing shall not relieve any Partner of any fiduciary duty or duty of fair dealing to the other Partners that it may have under applicable law. (b) In any threatened, pending or completed claim, action, suit or proceeding to which a Partner, any of such Partner’s affiliates, or any other action or omission of such Covered Person unless such Covered Person has been finally adjudicated to have acted with gross negligence or fraud. No Covered Person shall be liable to the Company or any Member with respect to any action or omission taken or suffered by any of them in good faith if such action or 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). The Company shall indemnify and hold harmless each Covered Person, who Specified Agent was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, from and against any loss or expense reasonably suffered or sustained by him or her in connection therewith by reason of the fact that he, she such person or it entity is or was the Manager, a partner, member, employee, officer, agent, director or affiliate engaged in activities on behalf of the Manager, or a director, officer or employee of the Portfolio Company or any other organization which he, she or it serves or has served as a director, officer or employee at the request of the Company or in connection with Company affairsPartnership, including without limitation any judgmentaction or proceeding brought under the Securities Act of 1933, settlementas amended, reasonable against a Partner, any of such Partner’s affiliates, or any Specified Agent relating to the Partnership, the Partnership shall indemnify and hold harmless the Partners, any such affiliates, and any such Specified Agents against losses, damages, expenses (including attorneys’ fees fees), judgments and amounts paid in settlement actually and reasonably incurred by or any other costs or expenses incurred in connection with the defense of any threatenedsuch claim, pending or completed action, suit or proceeding; provided, provided however, that this indemnity none of the Partners, any of their affiliates or any Specified Agent shall be indemnified for actions constituting bad faith, willful misconduct, or fraud. Any act or omission by any Partner, any of such Partner’s affiliates or any Specified Agent, if done in reliance upon the opinion of independent legal counsel or public accountants selected with reasonable care by such Partner, such affiliate or such Specified Agent, as applicable, shall not extend to matters as to which constitute bad faith, willful misconduct, or fraud on the Covered Person has been finally adjudicated in any action suit part of such Partner, affiliate or proceeding to have acted with gross negligence or fraudSpecified Agent. (b) The rights to indemnification and advancement of expenses conferred in this Section 10 shall not be exclusive and shall be in addition to any rights to which any Covered Person may otherwise be entitled or hereafter acquire under any law, statute, rule, regulation, charter document, by-law, contract or agreement. The indemnification obligation of the Company to a Covered Person with respect to any damages shall be reduced by any indemnification payments actually received by such Covered Person from the Portfolio Company or other entity (other than the Manager or its respective affiliates) with respect to the same damages. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Section 10, the Members intend that, to the maximum extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager The termination of any claim, action, suit or proceeding by judgment, order or settlement shall not, of itself, create a presumption that any act or failure to act by a Partner, such Partner’s affiliate or any Specified Agent constituted bad faith, willful misconduct or fraud under this Agreement. (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative d) Any such indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liability. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such payments, but such payments by 13 shall be recoverable only out of the Company are assets of the Partnership and not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay the Company to the extent of such duplicative payments. If, notwithstanding the intention of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Section 10, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person that relieved or reduced the obligation of the Portfolio Company or other entity to such Covered Person. Indemnification payments (if any) made to a Covered Person by the Manager (or its affiliates) in respect of damages for which (and to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation to such Covered Person and/or the Manager (or its affiliates), as applicable, for such payments. As used in this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity shall be deemed to include payments made or to be made by or on behalf of the Portfolio Company or other entity or any successor thereto including, pursuant to an insurance policy or similar arrangementPartners.

Exculpation and Indemnification. (a) None of the Manager A. The Company shall indemnify any Person who was or liquidator is a party or is threatened to be made a party to any of their partnersthreatened, memberspending or completed action, employeessuit, officersproceeding or investigation, agentswhether civil, directors criminal, investigative or affiliates (eachadministrative, a “Covered Person”) shall be liable and whether external or internal to the Company (other than an action or suit brought by or in the right of the Company), by reason of the fact that such person is or was a Manager, Member, employee or trustee of the Company, or that, such person is or was an Affiliate of a Manager, Member, employee or trustee of the Company, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person in connection with such action, suit or proceeding, or any Member for any loss suffered by the Company appeal therein, if such Person acted in good faith and in a manner he, she, or any Member which arises out of any investment it reasonably believed to be in or any other action or omission of such Covered Person unless such Covered Person has been finally adjudicated to have acted with gross negligence or fraud. No Covered Person shall be liable not opposed to the Company or any Member best interests of the Company, and with respect to any criminal action or omission taken proceeding, had no reasonable cause to believe such conduct was unlawful. The termination of any action, suit or suffered proceeding whether by any judgment, order, settlement, conviction, or upon a plea of them nolo contendere or its equivalent shall not, of itself, create a presumption that the Person did not act in good faith if such and in a manner which he, she or it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or omission is taken proceeding, that such Person had reasonable cause to believe that his, her 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). its conduct was unlawful. B. The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that he, she or it is or was a Manager, Member, employee or trustee of the Company or is or was an Affiliate of a Manager, Member, employee or trustee of the Company against expenses (including attorneys’ fees) actually and hold harmless each Covered reasonably incurred by such Person in connection with the defense, settlement or appeal of such action or suit if such Person acted in good faith and in a manner such Person reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudicated to be liable for gross negligence or willful misconduct in the performance of his, her or its duty to the Company unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Person is fairly and reasonably entitled to be indemnified for such expenses which the court shall deem proper. C. Any indemnification under Sections 6.3.A or 6.3.B hereof (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that the indemnification of the Person in question is proper in the circumstances because that Person has met the applicable standards of conduct set forth in Sections 6.3.A or 6.3.B hereof. Such determination shall be made by the Manager. D. To the extent that any Person referred to in Sections 6.3.A or 6.3.B hereof has been successful on the merits or otherwise in defense of any action, suit, proceeding or investigation, or any appeal or in defense of any claim, issue or matter therein, or on appeal from any such proceeding, action, suit, claim or matter, such Person shall be indemnified against all expenses (including attorney’s fees) incurred in connection therewith. E. Expenses incurred in any action, suit, proceeding or investigation or any appeal therefrom may be paid by the Company in advance of the final disposition of such matter, as authorized by the Manager, upon receipt of an acceptable undertaking by or on behalf of such Person to repay such amount, unless it shall ultimately be determined, as provided herein, that such Person is entitled to indemnification. F. The indemnification provided by this Section 6.3 shall not be deemed exclusive of, and shall not affect, any other rights to which any Person seeking indemnification may be entitled under any law, agreement, or otherwise, and shall continue and inure to the benefit of the heirs, executors and administrators of such a Person. G. The Company may purchase and maintain insurance on behalf of any Person who is or was a Manager, Member, employee or trustee of the Company against any liability asserted against such Person and incurred by him, her or it in any such capacity, or arising out of his, her or its status as such, whether or not the Company would have the power to indemnify such Person against such liability under the provisions of this Section. Such insurance may include “tail” coverage for periods after termination of service in such capacity or after liquidation, merger, consolidation or other change in the Company. H. The Company shall, at its cost and expense, defend with counsel of the Company’s choice or approval, any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedingproceeding or investigation, from whether civil, criminal or administrative, and against any loss whether external or expense reasonably suffered or sustained by him or her in connection therewith internal to the Company by reason of the fact that he, she or it is or was the Manager, a partner, member, employee, officer, agent, director acting in any capacity described in Sections 6.3.A or affiliate of the Manager, or a director, officer or employee of the Portfolio Company or any other organization which 6.3.B hereof if he, she or it serves acted in good faith and in a manner reasonably believed to be in or has served as a director, officer or employee at not opposed to the request best interests of the Company or in connection with Company affairs, including without limitation any judgment, settlement, reasonable attorneys’ fees or any other costs or expenses incurred in connection with the defense of any threatened, pending or completed action, suit or proceeding, provided that this indemnity shall not extend to matters as to which the Covered Person has been finally adjudicated in any action suit or proceeding to have acted with gross negligence or fraud. (b) The rights to indemnification and advancement of expenses conferred in this Section 10 shall not be exclusive and shall be in addition to any rights to which any Covered Person may otherwise be entitled or hereafter acquire under any law, statute, rule, regulation, charter document, by-law, contract or agreement. The indemnification obligation of the Company to a Covered Person with respect to any damages shall be reduced by any indemnification payments actually received by criminal action or proceeding, had no reasonable cause to believe such Covered Person from the Portfolio Company or other entity (other than the Manager or its respective affiliates) with respect to the same damages. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Section 10, the Members intend that, to the maximum extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liability. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such payments, but such payments by the Company are not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay the Company to the extent of such duplicative payments. If, notwithstanding the intention of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Section 10, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person that relieved or reduced the obligation of the Portfolio Company or other entity to such Covered Person. Indemnification payments (if any) made to a Covered Person by the Manager (or its affiliates) in respect of damages for which (and to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation to such Covered Person and/or the Manager (or its affiliates), as applicable, for such payments. As used in this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity shall be deemed to include payments made or to be made by or on behalf of the Portfolio Company or other entity or any successor thereto including, pursuant to an insurance policy or similar arrangementconduct was unlawful.

Exculpation and Indemnification. (a) None of the No Member or Manager or liquidator or any of their partners, members, employees, officers, agents, directors or affiliates (each, a “Covered Person”) shall be liable to the Company or any Member other person or entity who has an interest in the Company for any loss suffered loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Manager in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or any Manager by this Agreement, except that a Member which arises out of any investment or any other action or omission of such Covered Person unless such Covered Person has been finally adjudicated to have acted with gross negligence or fraud. No Covered Person Manager shall be liable for any such loss, damage or claim incurred by reason of such Member’s or Manager’s willful misconduct. To the full extent permitted by applicable law, a Member or Manager shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Manager by reason of any act or omission performed or omitted by such Member or Manager in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Manager by this Agreement, except that no Member or Manager shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Manager by reason of willful misconduct with respect to such acts or omissions; provided, however, that any action or omission taken or suffered by any of them in good faith if such action or 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). The Company shall indemnify and hold harmless each Covered Person, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, from and against any loss or expense reasonably suffered or sustained by him or her in connection therewith by reason of the fact that he, she or it is or was the Manager, a partner, member, employee, officer, agent, director or affiliate of the Manager, or a director, officer or employee of the Portfolio Company or any other organization which he, she or it serves or has served as a director, officer or employee at the request of the Company or in connection with Company affairs, including without limitation any judgment, settlement, reasonable attorneys’ fees or any other costs or expenses incurred in connection with the defense of any threatened, pending or completed action, suit or proceeding, provided that this indemnity shall not extend to matters as to which the Covered Person has been finally adjudicated in any action suit or proceeding to have acted with gross negligence or fraud. (b) The rights to indemnification and advancement of expenses conferred in this Section 10 shall not be exclusive and shall be in addition to any rights to which any Covered Person may otherwise be entitled or hereafter acquire under any law, statute, rule, regulation, charter document, by-law, contract or agreement. The indemnification obligation of the Company to a Covered Person with respect to any damages shall be reduced by any indemnification payments actually received by such Covered Person from the Portfolio Company or other entity (other than the Manager or its respective affiliates) with respect to the same damages. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Section 10, the Members intend that, to the maximum extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liability. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such payments, but such payments by the Company are not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person 17 shall repay the Company be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof. To the extent, if at all, that Section 56-7-1 ▇▇▇▇ ▇▇▇▇, as amended, is applicable to the indemnity provisions set forth in this Agreement, then any such duplicative payments. Ifagreement to indemnify will not extend to liability, notwithstanding claims, damages, losses or expenses, including attorney fees, arising out of (i) the intention preparation or approval of this Section 10maps, the Portfolio Company’s drawings, opinions, reports, surveys, change orders, designs or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result of payments made specifications by the Company pursuant to this Section 10indemnitees, or the Company shall have, to agents or employees of the maximum extent permitted by law, a right of subrogation against indemnitees; or (or contribution fromii) the Portfolio Company giving of or other entity (other than the Manager failure to give directions or its respective affiliates) for amounts paid instructions by the Company to a Covered Person that relieved indemnitees, or reduced the obligation agents or employees of the Portfolio Company indemnitees, where such giving or other entity failure to such Covered Person. Indemnification payments (if any) made give directions or instructions is the primary cause of bodily injury to a Covered Person by the Manager (persons or its affiliates) in respect of damages for which (and damage to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation to such Covered Person and/or the Manager (or its affiliates), as applicable, for such payments. As used in this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity shall be deemed to include payments made or to be made by or on behalf of the Portfolio Company or other entity or any successor thereto including, pursuant to an insurance policy or similar arrangementproperty.

Exculpation and Indemnification. (a) None Neither the Partners, the General Partner(s), the directors, their affiliates, nor any person who at any time shall serve, or shall have served, as a director, officer, employee or other agent of any Partner or any such affiliate and who, in such capacity, shall engage, or shall have engaged, in activities on behalf of the Manager or liquidator or any of their partners, members, employees, officers, agents, directors or affiliates Partnership (each, a “Covered PersonSpecified Agent”) shall be liable liable, in damages or otherwise, to the Company Partnership or to any Partner for, and neither the Partnership nor any Partner shall take any action against such Partners, their affiliates or any Member for Specified Agent, in respect of any loss suffered by the Company or any Member which arises out of any investment acts or omissions performed or omitted by it pursuant to the authority granted by this Agreement, or otherwise performed on behalf of the Partnership, if such Partner, such affiliate, or such Specified Agent, as applicable, in good faith, determined that such course of conduct was in the best interests of the Partnership. Each Partner shall look solely to the assets of the Partnership for return of his, her or its investment, and if the property of the Partnership remaining after the discharge of the debts and liabilities of the Partnership is insufficient to return such investment, each Partner shall have no recourse against the Partnership, the other Partners or their affiliates, except as expressly provided herein; provided, however, that the foregoing shall not relieve any Partner of any fiduciary duty or duty of fair dealing to the other Partners that it may have under applicable law. (b) In any threatened, pending or completed claim, action, suit or proceeding to which a Partner, any of such Partner’s affiliates, or any other action or omission of such Covered Person unless such Covered Person has been finally adjudicated to have acted with gross negligence or fraud. No Covered Person shall be liable to the Company or any Member with respect to any action or omission taken or suffered by any of them in good faith if such action or 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). The Company shall indemnify and hold harmless each Covered Person, who Specified Agent was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, from and against any loss or expense reasonably suffered or sustained by him or her in connection therewith by reason of the fact that he, she such person or it entity is or was the Manager, a partner, member, employee, officer, agent, director or affiliate engaged in activities on behalf of the Manager, or a director, officer or employee of the Portfolio Company or any other organization which he, she or it serves or has served as a director, officer or employee at the request of the Company or in connection with Company affairsPartnership, including without limitation any judgmentaction or proceeding brought under the Securities Act of 1933, settlementas amended, reasonable against a Partner, any of such Partner’s affiliates, or any Specified Agent relating to the Partnership, the Partnership shall indemnify and hold harmless the Partners, any such affiliates, and any such Specified Agents against losses, damages, expenses (including attorneys’ fees fees), judgments and amounts paid in settlement actually and reasonably incurred by or any other costs or expenses incurred in connection with the defense of any threatenedsuch claim, pending or completed action, suit or proceeding; provided, provided however, that this indemnity none of the Partners, any of their affiliates or any Specified Agent shall be indemnified for actions constituting bad faith, willful misconduct, or fraud. Any act or omission by any Partner, any of such Partner’s affiliates or any Specified Agent, if done in reliance upon the opinion of independent legal counsel or public accountants selected with reasonable care by such Partner, such affiliate or such Specified Agent, as applicable, shall not extend to matters as to which constitute bad faith, willful misconduct, or fraud on the Covered Person has been finally adjudicated in any action suit part of such Partner, affiliate or proceeding to have acted with gross negligence or fraudSpecified Agent. (b) The rights to indemnification and advancement of expenses conferred in this Section 10 shall not be exclusive and shall be in addition to any rights to which any Covered Person may otherwise be entitled or hereafter acquire under any law, statute, rule, regulation, charter document, by-law, contract or agreement. The indemnification obligation of the Company to a Covered Person with respect to any damages shall be reduced by any indemnification payments actually received by such Covered Person from the Portfolio Company or other entity (other than the Manager or its respective affiliates) with respect to the same damages. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Section 10, the Members intend that, to the maximum extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager The termination of any claim, action, suit or proceeding by judgment, order or settlement shall not, of itself, create a presumption that any act or failure to act by a Partner, such Partner’s affiliate or any Specified Agent constituted bad faith, willful misconduct or fraud under this Agreement. (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative d) Any such indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liability. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such payments, but such payments by 14 shall be recoverable only out of the Company are assets of the Partnership and not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay the Company to the extent of such duplicative payments. If, notwithstanding the intention of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Section 10, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person that relieved or reduced the obligation of the Portfolio Company or other entity to such Covered Person. Indemnification payments (if any) made to a Covered Person by the Manager (or its affiliates) in respect of damages for which (and to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation to such Covered Person and/or the Manager (or its affiliates), as applicable, for such payments. As used in this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity shall be deemed to include payments made or to be made by or on behalf of the Portfolio Company or other entity or any successor thereto including, pursuant to an insurance policy or similar arrangementPartners.

Exculpation and Indemnification. (a) None The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or investigation, whether civil, criminal, investigative or administrative, and whether external or internal to the Company (other than an action or suit brought by or in the right of the Company), by reason of the fact that such person is or was a Manager, Member, employee or trustee of the Company, or that, such person is or was an Affiliate of the Manager (including any partner, member, officer, director, shareholder, agent, advisor, or legal representative of the Manager or liquidator its Affiliates), Member, employee or trustee of the Company, against expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person in connection with such action, suit or proceeding, or any of their partnersappeal therein, membersif such Person acted in good faith and in a manner he, employeesshe, officers, agents, directors or affiliates (each, a “Covered Person”) shall it reasonably believed to be liable in or not opposed to the Company or any Member for any loss suffered by best interests of the Company or any Member which arises out of any investment or any other action or omission of such Covered Person unless such Covered Person has been finally adjudicated to have acted with gross negligence or fraud. No Covered Person shall be liable to the Company or any Member Company, and with respect to any criminal action or omission taken proceeding, had no reasonable cause to believe such conduct was unlawful. The termination of any action, suit or suffered proceeding whether by any judgment, order, settlement, conviction, or upon a plea of them nolo contendere or its equivalent shall not, of itself, create a presumption that the Person did not act in good faith if such and in a manner which he, she or it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or omission is taken proceeding, that such Person had reasonable cause to believe that his, her 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). its conduct was unlawful. b) The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that he, she or it is or was a Manager, Member, employee or trustee of the Company or is or was an Affiliate of a Manager (including any partner, member, officer, director, shareholder, agent, advisor, or legal representative of the Manager or its Affiliates), Member, employee or trustee of the Company against expenses (including reasonable attorneys’ fees) actually and hold harmless reasonably incurred by such Person in connection with the defense, settlement or appeal of such action or suit if such Person acted in good faith and in a manner such Person reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudicated to be liable for gross negligence or willful misconduct in the performance of his, her or its duty to the Company unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Person is fairly and reasonably entitled to be indemnified for such expenses which the court shall deem proper. c) Any indemnification under Sections 5.03(a) or 5.03(b) hereof (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that the indemnification of the Person in question is proper in the circumstances because that Person has met the applicable standards of conduct set forth in Sections 5.03(a) or 5.03(b) hereof. Such determination shall be made by the Manager, in its reasonable discretion, upon notice to each Covered of the Members; provided, that if the Preferred Member shall submit a written objection to such Manager’s determination within fifteen (15) business days after receipt of such notice, then such determination shall be made by a court of competent jurisdiction. d) To the extent that any Person referred to in Sections 5.03(a) or 5.03(b) hereof has been successful on the merits or otherwise in defense of any action, suit, proceeding or investigation, or any appeal or in defense of any claim, issue or matter therein, or on appeal from any such proceeding, action, suit, claim or matter, such Person shall be indemnified against all expenses (including reasonable attorneys’ fees) incurred in connection therewith. e) Expenses incurred in any action, suit, proceeding or investigation or any appeal therefrom may be paid by the Company in advance of the final disposition of such matter, as authorized by the Manager in the Manager’s reasonable discretion, upon receipt of an acceptable undertaking by or on behalf of such Person to repay such amount, unless it shall ultimately be determined, as provided herein, that such Person is entitled to indemnification. f) The indemnification provided by this Section 5.03 shall not be deemed exclusive of, and shall not affect, any other rights to which any Person seeking indemnification may be entitled under any law, agreement, or otherwise, and shall continue and inure to the benefit of the heirs, executors and administrators of such a Person. g) The Company may purchase and maintain insurance on behalf of any Person who is or was a Manager, Member, employee or trustee of the Company against any liability asserted against such Person and incurred by him, her or it in any such capacity, or arising out of his, her or its status as such, whether or not the Company would have the power to indemnify such Person against such liability under the provisions of this Section. Such insurance may include “tail” coverage for periods after termination of service in such capacity or after liquidation, merger, consolidation or other change in the Company. h) The Company shall, at its cost and expense, defend with counsel of the Company’s choice or approval, any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedingproceeding or investigation, from whether civil, criminal or administrative, and against any loss whether external or expense reasonably suffered or sustained by him or her in connection therewith internal to the Company by reason of the fact that he, she or it is or was the Manager, a partner, member, employee, officer, agent, director acting in any capacity described in Sections 5.03(a) or affiliate of the Manager, or a director, officer or employee of the Portfolio Company or any other organization which 5.03(b) hereof if he, she or it serves acted in good faith and in a manner reasonably believed to be in or has served as a director, officer or employee at not opposed to the request best interests of the Company or in connection with Company affairs, including without limitation any judgment, settlement, reasonable attorneys’ fees or any other costs or expenses incurred in connection with the defense of any threatened, pending or completed action, suit or proceeding, provided that this indemnity shall not extend to matters as to which the Covered Person has been finally adjudicated in any action suit or proceeding to have acted with gross negligence or fraud. (b) The rights to indemnification and advancement of expenses conferred in this Section 10 shall not be exclusive and shall be in addition to any rights to which any Covered Person may otherwise be entitled or hereafter acquire under any law, statute, rule, regulation, charter document, by-law, contract or agreement. The indemnification obligation of the Company to a Covered Person with respect to any damages shall be reduced by any indemnification payments actually received by criminal action or proceeding, had no reasonable cause to believe such Covered Person from the Portfolio Company or other entity (other than the Manager or its respective affiliates) with respect to the same damages. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Section 10, the Members intend that, to the maximum extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liability. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such payments, but such payments by the Company are not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay the Company to the extent of such duplicative payments. If, notwithstanding the intention of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Section 10, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person that relieved or reduced the obligation of the Portfolio Company or other entity to such Covered Person. Indemnification payments (if any) made to a Covered Person by the Manager (or its affiliates) in respect of damages for which (and to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation to such Covered Person and/or the Manager (or its affiliates), as applicable, for such payments. As used in this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity shall be deemed to include payments made or to be made by or on behalf of the Portfolio Company or other entity or any successor thereto including, pursuant to an insurance policy or similar arrangementconduct was unlawful.

Exculpation and Indemnification. (a) None Neither the members, the Manager, the directors, their affiliates, nor any person who at any time shall serve, or shall have served, as a director, officer, employee or other agent of any member or any such affiliate and who, in such capacity, shall engage, or shall have engaged, in activities on behalf of the Manager or liquidator or any of their partners, members, employees, officers, agents, directors or affiliates Company (each, a “Covered Person”"Specified Agent") shall be liable liable, in damages or otherwise, to the Company or to any Member for member for, and neither the Company nor any member shall take any action against such members, their affiliates or any Specified Agent, in respect of any loss suffered by the Company or any Member which arises out of any investment acts or omissions performed or omitted by it pursuant to the authority granted by this Agreement, or otherwise performed on behalf of the Company, if such member, such affiliate, or such Specified Agent, as applicable, in good faith, determined that such course of conduct was in the best interests of the Company. Each member shall look solely to the assets of the Company for return of his, her or its investment, and if the property of the Company remaining after the discharge of the debts and liabilities of the Company is insufficient to return such investment, each member shall have no recourse against the Company, the other members or their affiliates, except as expressly provided herein; provided, however, that the foregoing shall not relieve any member of any fiduciary duty or duty of fair dealing to the other members that it may have under applicable law. (b) In any threatened, pending or completed claim, action, suit or proceeding to which a member, any of such member's affiliates, or any other action or omission of such Covered Person unless such Covered Person has been finally adjudicated to have acted with gross negligence or fraud. No Covered Person shall be liable to the Company or any Member with respect to any action or omission taken or suffered by any of them in good faith if such action or 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). The Company shall indemnify and hold harmless each Covered Person, who Specified Agent was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, from and against any loss or expense reasonably suffered or sustained by him or her in connection therewith by reason of the fact that he, she or it such person is or was the Manager, a partner, member, employee, officer, agent, director or affiliate engaged in activities on behalf of the Manager, or a director, officer or employee of the Portfolio Company or any other organization which he, she or it serves or has served as a director, officer or employee at the request of the Company or in connection with Company affairsCompany, including without limitation any judgmentaction or proceeding brought under the Securities Act of 1933, settlementas amended, reasonable attorneys’ fees against a member, any of such member's affiliates, or any other costs Specified Agent relating to the Company, the Company shall indemnify and hold harmless the members, any such affiliates, and any such Specified Agents against losses, damages, expenses (including attorneys' fees), judgments and amounts paid in settlement actually and reasonably incurred by or expenses incurred in connection with the defense of any threatenedsuch claim, pending or completed action, suit or proceeding; provided, provided however, that this indemnity none of the members, any of their affiliates or any Specified Agent shall be indemnified for actions constituting bad faith, willful misconduct, or fraud. Any act or omission by any member, any of such member's affiliates or any Specified Agent, if done in reliance upon the opinion of independent legal counsel or public accountants selected with reasonable care by such member, such affiliate or such Specified Agent, as applicable, shall not extend to matters as to which constitute bad faith, willful misconduct, or fraud on the Covered Person has been finally adjudicated in any action suit part of such member, affiliate or proceeding to have acted with gross negligence or fraudSpecified Agent. (b) The rights to indemnification and advancement of expenses conferred in this Section 10 shall not be exclusive and shall be in addition to any rights to which any Covered Person may otherwise be entitled or hereafter acquire under any law, statute, rule, regulation, charter document, by-law, contract or agreement. The indemnification obligation of the Company to a Covered Person with respect to any damages shall be reduced by any indemnification payments actually received by such Covered Person from the Portfolio Company or other entity (other than the Manager or its respective affiliates) with respect to the same damages. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Section 10, the Members intend that, to the maximum extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager The termination of any claim, action, suit or proceeding by judgment, order or settlement shall not, of itself, create a presumption that any act or failure to act by a member, such member's affiliate or any Specified Agent constituted bad faith, willful misconduct or fraud under this Agreement. (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative d) Any such indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liability. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such payments, but such payments by 13 shall be recoverable only out of the assets of the Company are and not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay the Company to the extent of such duplicative payments. If, notwithstanding the intention of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Section 10, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person that relieved or reduced the obligation of the Portfolio Company or other entity to such Covered Person. Indemnification payments (if any) made to a Covered Person by the Manager (or its affiliates) in respect of damages for which (and to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation to such Covered Person and/or the Manager (or its affiliates), as applicable, for such payments. As used in this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity shall be deemed to include payments made or to be made by or on behalf of the Portfolio Company or other entity or any successor thereto including, pursuant to an insurance policy or similar arrangementmembers.

Exculpation and Indemnification. (a) None of No Manager shall have any liability to the Manager or liquidator Company, any Member or any of their partners, members, employees, officers, agents, directors or affiliates (each, a “Covered Person”) shall be liable to the Company or any Member other Manager for any loss suffered by the Company or any Member which that arises out of any investment or any other action or omission inaction of such Covered Person unless Manager if such Covered Person has been finally adjudicated to have acted with course of conduct did not constitute gross negligence or fraudwillful misconduct of such Manager. The provisions of this Section 7.06(a) shall have no effect on the terms of any relationship, agreement or arrangement between any Manager and the Member appointing such Manager or on the terms of any relationship, agreement or arrangement between any Manager as an Officer and the Company. (b) No Covered Person Officer shall be liable have any liability to the Company Company, any Member or any Member with respect to Manager for any loss suffered by the Company that arises out of any action or omission taken inaction of the Officer if (i) such Officer acted or suffered by any of them omitted to act in the good faith if and reasonable belief that such action course of conduct was in the best interests of the Company, (ii) such course of conduct did not constitute gross negligence or omission willful misconduct of the Officer and (iii) such course of conduct did not constitute a breach or violation of any agreement between the Officer and the Company. (c) The Company shall, to the fullest extent permitted by applicable law, indemnify each individual who is taken or suffered in reliance upon and in accordance with the opinion or advice of legal counsel (as to matters of law)was, or has agreed to become, a Manager or Officer of accountants (as to matters of accounting)the Company, or of investment bankers, accounting firmsis or was serving, or has agreed to serve, at the request of the Company, as a director, officer, manager or trustee of, or in a similar capacity with, a corporation, partnership, another limited liability company, joint venture, trust or other appraisers enterprise (including any employee benefit plan) (each such individual being referred to hereafter as to matters of valuation). The Company shall indemnify and hold harmless each Covered Person, an “Indemnitee”) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, from whether civil, criminal, administrative or investigative, by reason of his or her status as an Indemnitee, against all expenses (including attorneys’ fees), judgments, fines and against amounts paid in settlement actually and reasonably incurred by or on behalf of an Indemnitee in connection with such action, suit or proceeding and any loss appeal therefrom, provided that the applicable standards of conduct set forth in this Agreement are complied with by such Indemnitee. (d) As a condition precedent to the Indemnitee’s right to be indemnified, the Indemnitee must notify the Company in writing as soon as practicable of any action, suit, proceeding or expense reasonably suffered or sustained by investigation involving him or her in connection therewith by reason for which indemnity hereunder will or could be sought. With respect to any action, suit, proceeding or investigation of the fact that he, she or it is or was the Manager, a partner, member, employee, officer, agent, director or affiliate of the Manager, or a director, officer or employee of the Portfolio Company or any other organization which he, she or it serves or has served as a director, officer or employee at the request of the Company or in connection is so notified, the Company will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. (e) In the event that the Company affairs, including without limitation any judgment, settlement, reasonable attorneys’ fees or any other costs or expenses incurred in connection with does not assume the defense of any threatened, pending or completed action, suit suit, proceeding or proceedinginvestigation of which the Company receives notice under this Section 7.06, the Company shall pay in advance of the final disposition of such matter any expenses (including attorneys’ fees) incurred by an Indemnitee in defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom; provided, however, that the payment of such expenses incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company as authorized in this Section 7.06, which undertaking shall be accepted without reference to the financial ability of the Indemnitee to make such repayment; and further provided that this indemnity no such advancement of expenses shall be made if it is determined, (i) in the case of an Indemnitee indemnified hereunder in his or her capacity as an Officer, that (A) the Indemnitee did not extend act or omit to matters as to which act in the Covered Person has been finally adjudicated good faith and reasonable belief that such course of conduct was in any action suit or proceeding to have acted with the best interests of the Company, (B) the Indemnitee’s course of conduct constituted gross negligence or fraud. (b) The rights to indemnification and advancement of expenses conferred in this Section 10 shall not be exclusive and shall be in addition to any rights to which any Covered Person may otherwise be entitled or hereafter acquire under any law, statute, rule, regulation, charter document, by-law, contract or agreement. The indemnification obligation willful misconduct of the Company to a Covered Person Indemnitee or (C) with respect to any damages shall be reduced by any indemnification payments actually received by such Covered Person from criminal action or proceeding, the Portfolio Company Indemnitee had reasonable cause to believe his conduct was unlawful, or other entity (other than ii) in the Manager case of an Indemnitee indemnified hereunder in his or its respective affiliatesher capacity as a Manager, that (A) the Indemnitee’s course of conduct constituted gross negligence or willful misconduct of the Indemnitee or (B) with respect to any criminal action or proceeding, the same damages. Solely for purposes Indemnitee had reasonable cause to believe his conduct was unlawful. (f) The Company shall not indemnify an Indemnitee to the extent such Indemnitee is reimbursed from the proceeds of clarificationinsurance, and without expanding in the scope of indemnification pursuant to this Section 10, the Members intend that, to the maximum extent permitted by law, as between (a) the Portfolio Company or other entities, (b) event the Company and (c) the Manager (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liability. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such payments, but such payments by the Company are not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from makes any liability that it would otherwise have to make indemnification payments to an Indemnitee and such Covered Person andIndemnitee is subsequently reimbursed from the proceeds of insurance, if a Covered Person that has received such Indemnitee shall promptly refund such indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay to the Company to the extent of such duplicative payments. If, notwithstanding insurance reimbursement. (g) All determinations hereunder as to the intention entitlement of this Section 10, the Portfolio Company’s an Indemnitee to indemnification or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result advancement of payments expenses shall be made in each instance by the Company pursuant to this Section 10, the Company shall have(i) independent legal counsel (who may, to the maximum extent permitted by law, be regular legal counsel to the Company), or (ii) a right court of subrogation against competent jurisdiction. (h) The indemnification rights provided in this Section 7.06: (i) shall not be deemed exclusive of any other rights to which an Indemnitee may be entitled under any law, agreement or contribution fromotherwise, and (ii) shall inure to the Portfolio benefit of the heirs, executors and administrators of the Indemnitees. (i) Subject to Section 7.02, the Company may, to the extent authorized from time to time by the Board, grant indemnification rights to other employees or agents of the Company or other entity individuals serving the Company and such rights may be equivalent to, or greater or less than, those set forth in this Section 7.06. (other than j) Any indemnification to be provided hereunder may be provided although the individual to be indemnified is no longer a Manager or its respective affiliatesOfficer. (k) for amounts paid by the Company to a Covered Person that relieved or reduced the obligation of the Portfolio Company or other entity to such Covered Person. Indemnification payments (if any) made to a Covered Person by the Manager (or its affiliates) in respect of damages for which (and Notwithstanding anything to the extent) such Covered contrary in this Section 7.06 or elsewhere in this Agreement, no Person is otherwise eligible shall be indemnified hereunder for payments any losses, liabilities or expenses arising from or out of a violation of federal or state securities laws or any other intentional or criminal wrongdoing or any breach of an employment agreement with the Company Company. Any indemnity under this Section 10 7.06 shall not relieve be paid from, and only to the extent of, Company from its obligation assets, and no Member shall have any personal liability on account thereof in the absence of a separate written agreement to such Covered Person and/or the Manager contrary. (or its affiliates), as applicable, for such payments. As used l) Notwithstanding anything to the contrary in this Section 107.06 or elsewhere in this Agreement, “indemnification” payments made the Company shall not be obligated to indemnify or to be made advance expenses of any Indemnitee in connection with any civil or criminal action, suit or proceeding (including any action, suit or proceeding by or in the right of the Company) initiated by such Indemnitee unless (i) the action, suit, or proceeding was authorized by the Portfolio Company Board or other entity shall be deemed (ii) in the case of indemnification, such action, suit or proceeding is to include payments made or enforce rights to be made by or on behalf of the Portfolio Company or other entity indemnification under this Agreement or any successor thereto including, pursuant to written agreement between an insurance policy or similar arrangementIndemnitee and the Company.

Exculpation and Indemnification. (a) None Neither the members, the Manager, the directors, their affiliates, nor any person who at any time shall serve, or shall have served, as a director, officer, employee or other agent of any member or any such affiliate and who, in such capacity, shall engage, or shall have engaged, in activities on behalf of the Manager or liquidator or any of their partners, members, employees, officers, agents, directors or affiliates Company (each, a “Covered Person”"Specified Agent") shall be liable liable, in damages or otherwise, to the Company or to any Member for member for, and neither the Company nor any member shall take any action against such members, their affiliates or any Specified Agent, in respect of any loss suffered by the Company or any Member which arises out of any investment acts or omissions performed or omitted by it pursuant to the authority granted by this Agreement, or otherwise performed on behalf of the Company, if such member, such affiliate, or such Specified Agent, as applicable, in good faith, determined that such course of conduct was in the best interests of the Company. Each member shall look solely to the assets of the Company for return of his, her or its investment, and if the property of the Company remaining after the discharge of the debts and liabilities of the Company is insufficient to return such investment, each member shall have no recourse against the Company, the other members or their affiliates, except as expressly provided herein; provided, however, that the foregoing shall not relieve any member of any fiduciary duty or duty of fair dealing to the other members that it may have under applicable law. (b) In any threatened, pending or completed claim, action, suit or proceeding to which a member, any of such member's affiliates, or any other action or omission of such Covered Person unless such Covered Person has been finally adjudicated to have acted with gross negligence or fraud. No Covered Person shall be liable to the Company or any Member with respect to any action or omission taken or suffered by any of them in good faith if such action or 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). The Company shall indemnify and hold harmless each Covered Person, who Specified Agent was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, from and against any loss or expense reasonably suffered or sustained by him or her in connection therewith by reason of the fact that he, she or it such person is or was the Manager, a partner, member, employee, officer, agent, director or affiliate engaged in activities on behalf of the Manager, or a director, officer or employee of the Portfolio Company or any other organization which he, she or it serves or has served as a director, officer or employee at the request of the Company or in connection with Company affairsCompany, including without limitation any judgmentaction or proceeding brought under the Securities Act of 1933, settlementas amended, reasonable attorneys’ fees against a member, any of such member's affiliates, or any other costs Specified Agent relating to the Company, the Company shall indemnify and hold harmless the members, any such affiliates, and any such Specified Agents against losses, damages, expenses (including attorneys' fees), judgments and amounts paid in settlement actually and reasonably incurred by or expenses incurred in connection with the defense of any threatenedsuch claim, pending or completed action, suit or proceeding; provided, provided however, that this indemnity none of the members, any of their affiliates or any Specified Agent shall be indemnified for actions constituting bad faith, willful misconduct, or fraud. Any act or omission by any member, any of such member's affiliates or any Specified Agent, if done in reliance upon the opinion of independent legal counsel or public accountants selected with reasonable care by such member, such affiliate or such Specified Agent, as applicable, shall not extend to matters as to which constitute bad faith, willful misconduct, or fraud on the Covered Person has been finally adjudicated in any action suit part of such member, affiliate or proceeding to have acted with gross negligence or fraudSpecified Agent. (b) The rights to indemnification and advancement of expenses conferred in this Section 10 shall not be exclusive and shall be in addition to any rights to which any Covered Person may otherwise be entitled or hereafter acquire under any law, statute, rule, regulation, charter document, by-law, contract or agreement. The indemnification obligation of the Company to a Covered Person with respect to any damages shall be reduced by any indemnification payments actually received by such Covered Person from the Portfolio Company or other entity (other than the Manager or its respective affiliates) with respect to the same damages. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Section 10, the Members intend that, to the maximum extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager The termination of any claim, action, suit or proceeding by judgment, order or settlement shall not, of itself, create a presumption that any act or failure to act by a member, such member's affiliate or any Specified Agent constituted bad faith, willful misconduct or fraud under this Agreement. (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative d) Any such indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liability. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such payments, but such payments by 14 shall be recoverable only out of the assets of the Company are and not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay the Company to the extent of such duplicative payments. If, notwithstanding the intention of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Section 10, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person that relieved or reduced the obligation of the Portfolio Company or other entity to such Covered Person. Indemnification payments (if any) made to a Covered Person by the Manager (or its affiliates) in respect of damages for which (and to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation to such Covered Person and/or the Manager (or its affiliates), as applicable, for such payments. As used in this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity shall be deemed to include payments made or to be made by or on behalf of the Portfolio Company or other entity or any successor thereto including, pursuant to an insurance policy or similar arrangementmembers.

Exculpation and Indemnification. (a) None Notwithstanding any other terms of the Manager this Agreement, whether express or liquidator implied, or any obligation or duty at law or in equity, no Partner nor any of their partnersits officers, directors, shareholders, members, partners, employees, officersrepresentatives or agents nor any officer, agentsemployee, directors representative or affiliates agent of the Partnership or its Affiliates (eachindividually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any Member for any loss suffered by the Company or any Member which arises out of any investment Partnership or any other action or omission of such Covered Person unless such Covered Person has been finally adjudicated to have acted with gross negligence or fraud. No Covered Person shall be liable to the Company or Partner for (i) any Member with respect to any action act or omission taken or suffered by any of them in good faith if such action or 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). The Company shall indemnify and hold harmless each Covered Person, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, from and against any loss or expense reasonably suffered or sustained by him or her in connection therewith by reason of the fact that he, she or it is or was the Manager, a partner, member, employee, officer, agent, director or affiliate of the Manager, or a director, officer or employee of the Portfolio Company or any other organization which he, she or it serves or has served as a director, officer or employee at the request of the Company or in connection with Company affairs, including without limitation any judgment, settlement, reasonable attorneys’ fees or any other costs or expenses incurred Person in connection with the defense Partnership or otherwise in connection with this Agreement, any related document or the matters contemplated hereby or thereby, unless such act or omission resulted from fraud, bad faith, willful misconduct, gross negligence, a violation of applicable securities laws or a willful material uncured breach of this Agreement, the Investment Advisory Agreement, the Investment Management Agreement, the Fund Partnership Agreement or any related document by such Covered Person, or (ii) any mistake, negligence, dishonesty or bad faith of any threatened, pending broker or completed action, suit or proceeding, provided that this indemnity shall not extend to matters as to which other agent of the Partnership unless such Covered Person has been finally adjudicated was responsible for the selection or monitoring of such broker or agent and acted in any action suit or proceeding to have acted such capacity with gross negligence negligence, and except that nothing herein shall constitute a waiver or fraudlimitation of any rights which a Partner or the General Partner, on behalf of the Partnership, may have under applicable securities laws or of any rights under other laws which as a matter of law may not be waived. (b) The rights To the fullest extent permitted by law, the Partnership shall indemnify and save harmless (but only to the extent of its assets) each Covered Person from and against any and all claims, liabilities, damages, losses, costs and expenses (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated, arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, which relates to or arises out of or in connection with the Partnership, its property, its business or affairs, including acting as a director or the equivalent of a company any securities of which are or were a Private Equity Investment; provided that a Covered Person shall be entitled to indemnification hereunder only to the extent that such Covered Person’s conduct did not constitute fraud, bad faith, willful misconduct, gross negligence or a willful material uncured breach of this Agreement, the Investment Advisory Agreement, the Investment Management Agreement, the Fund Partnership Agreement or any related document by such Covered Person, and advancement nothing herein shall constitute a waiver or limitation of expenses conferred in this Section 10 shall any rights which a Partner or the General Partner, on behalf of the Partnership, may have under applicable securities laws or of rights under other laws which as a matter of law may not be exclusive and waived. To the fullest extent permitted by law, expenses (including legal fees) incurred by a Covered Person in defense or settlement of any claim, demand, action, suit or proceeding may, with the approval of the General Partner, from time to time, be advanced by the Partnership prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Partnership of a written undertaking by or on behalf of the Covered Person to repay such amount to the extent that it shall be determined that the Covered Person is not entitled to be indemnified as authorized hereunder. (c) The right of any Covered Person to the indemnification provided herein shall be cumulative of, and in addition to to, any and all rights to which any such Covered Person may otherwise be entitled or hereafter acquire under any law, statute, rule, regulation, charter document, by-law, by contract or agreement. The indemnification obligation of the Company to a Covered Person with respect to any damages shall be reduced by any indemnification payments actually received by such Covered Person from the Portfolio Company or other entity (other than the Manager or its respective affiliates) with respect to the same damages. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Section 10, the Members intend that, to the maximum extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liability. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such payments, but such payments by the Company are not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay the Company to the extent of such duplicative payments. If, notwithstanding the intention of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result matter of payments made by the Company pursuant to this Section 10, the Company law or equity and shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person that relieved or reduced the obligation of the Portfolio Company or other entity extend to such Covered Person’s successors, assigns and legal representatives. (d) To the extent that, at law or in equity, a Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, such Partner acting under this Agreement shall not be liable to the Partnership or to any such other Partner for his or her good faith reliance on the provisions of this Agreement. Indemnification payments (if any) made The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Covered Person Partner otherwise existing at law or in equity, are agreed by the Manager Partners to modify to that extent such other duties and liabilities of such Partner. (e) Whenever in this Agreement a person is permitted or its affiliatesrequired to make a decision (i) in respect his or her “sole discretion,” “sole and absolute discretion” or “discretion” or under a grant of damages for which similar authority or latitude, the person shall be entitled to consider any interests and factors as it desires, including its own interests, or (ii) in its “good faith” or under another express standard, the person shall act under such express standard and to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation be subject to such Covered Person and/or the Manager (any other or its affiliates), as applicable, for such payments. As used in different standards imposed by this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity shall be deemed to include payments made or to be made by or on behalf of the Portfolio Company or other entity Agreement or any successor thereto including, pursuant to an insurance policy other agreement contemplated herein or similar arrangementby relevant provisions of law or in equity or otherwise.

Exculpation and Indemnification. (a) None To the fullest extent permitted by Law, each Member (including the Managing Member), each present and former officer of the Manager or liquidator or any Company, and each present and former Affiliate of a Member, and each of their respective present and former officers, directors, stockholders, partners, members, managers, employees, officersAffiliates, representatives, and agents, directors or affiliates and their respective successors, heirs, and legal and personal representatives (each, a “Covered Person”) shall be liable have no liability to the Company or Company, any Member for any loss suffered by the Company or any Member which arises out of any investment Member, or any other action Person and is hereby exculpated from any liability arising out of or relating to the Company, its business, assets, properties, subsidiaries, or liabilities or any act or omission performed or omitted by such Covered Person in relation thereto; provided, however, that the foregoing shall not eliminate any Covered Person from liability resulting from fraud, gross negligence, or the willful misconduct of such Covered Person unless such Covered Person has been finally adjudicated to have acted with gross negligence Person, a breach of the express provisions this Agreement, or frauda bad faith breach of the implied contractual covenant of good faith and fair dealing. No Covered Person Notwithstanding the foregoing, nothing in this Section 6.08 shall be liable deemed to the Company or impose fiduciary duties on any Member with respect to any action or omission taken otherwise modify or suffered limit the standard of care set forth in Section 6.02. (b) To the fullest extent permitted by any of them in good faith if such action or omission is taken or suffered in reliance upon and in accordance with Law, 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). The Company shall indemnify and hold harmless each Covered Person, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, Person from and against any loss and all Claims in which such Covered Person may be involved, or expense reasonably suffered threatened to be involved, as a party or sustained otherwise, arising out of or relating to the Company, its business, assets, properties, subsidiaries, or liabilities or any act or omission performed or omitted by him such Covered Person in relation thereto; provided, however, that no Covered Person shall be entitled to indemnification under this Section 6.08(b) with respect to any Claim to the extent (i) resulting from fraud, gross negligence, or her in connection therewith by reason the willful misconduct of such Covered Person, a breach of the fact that he, she or it is or was the Manager, a partner, member, employee, officer, agent, director or affiliate express provisions of the Managerthis Agreement, or a director, officer or employee bad faith breach of the Portfolio implied contractual covenant of good faith and fair dealing or (ii) initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Managing Member in connection with Claims brought against such Covered Person by Persons that are not the Company (or any other organization which he, she of its subsidiaries) or it serves or has served as a director, officer or employee at the request Affiliates of the Company or any of its subsidiaries. Expenses incurred by a Covered Person in defending any Claim shall be paid by or on behalf of the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 6.08(b). (c) The Company acknowledges and agrees that the obligation of the Company under this Agreement to indemnify or advance expenses to any Covered Person for the matters covered hereby shall be the primary source of indemnification and advancement for such Covered Person in connection with therewith, and any obligation on the part of any other indemnitor under any other agreement to indemnity or advance expenses to such Covered Person shall be secondary to the Company’s obligation and shall be reduced by any amount that such Covered Person may collect as indemnification or advancement from the Company. Subject to the foregoing, the Company affairsshall be subrogated to the rights of such Covered Person against, and shall be entitled to seek contribution from, any third party, including without limitation any judgmentinsurance company, settlement, reasonable attorneys’ fees that is not an Affiliate of any Member (or any other costs insurance policy covering such Member or expenses incurred in connection with its Affiliates) to recover the defense amount of any threatened, pending such indemnification (or completed action, suit or proceeding, provided that this indemnity shall not extend to matters such portion thereof as to which the Company shall be entitled to contribution) after the Covered Person has shall have been finally adjudicated fully and completely indemnified (whether pursuant to this Agreement or otherwise) in respect of the Claim which gave rise to such indemnification. Any such Covered Person shall fully cooperate with the Company, at the Company’s expense, in its efforts to enforce against any action suit or proceeding such third party the rights to have acted with gross negligence or fraudwhich it is so subrogated. (bd) The rights Company, as an indemnifying party from time to time, agrees that, to the fullest extent permitted by applicable Law, its obligation to indemnify Covered Persons under this Agreement shall apply to any amounts expended by any other indemnitor under any other agreement in respect of indemnification and or advancement of expenses conferred to any Covered Person in this Section 10 shall not be exclusive connection with any Claims to the extent such amounts extended by such other indemnitor are on account of any unpaid indemnity amounts hereunder. (e) The right of any Covered Person to the indemnification provided herein is cumulative of, and shall be in addition to to, any and all rights to which any such Covered Person may otherwise be entitled or hereafter acquire under any law, statute, rule, regulation, charter document, by-law, by contract or agreement. The indemnification obligation as a matter of Law or equity, and extend to such Covered Person’s successors, assigns, and legal representatives. (f) If this Section 6.08 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction or properly constituted arbitration panel, then the Company to a Covered Person with respect to any damages shall be reduced by any indemnification payments actually received by such Covered Person from the Portfolio Company or other entity (other than the Manager or its respective affiliates) with respect nonetheless, to the same damages. Solely for purposes of clarificationfullest extent permitted by applicable Law, indemnify and without expanding the scope of indemnification hold harmless each Person entitled to be indemnified pursuant to this Section 10, the Members intend that, 6.08 as to liabilities to the maximum full extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liability. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such payments, but such payments by the Company are not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay the Company to the extent of such duplicative payments. If, notwithstanding the intention applicable portion of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Section 10, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person 6.08 that relieved or reduced the obligation of the Portfolio Company or other entity to such Covered Person. Indemnification payments (if any) made to a Covered Person by the Manager (or its affiliates) in respect of damages for which (and to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation to such Covered Person and/or the Manager (or its affiliates), as applicable, for such payments. As used in this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity shall be deemed to include payments made or to be made by or on behalf of the Portfolio Company or other entity or any successor thereto including, pursuant to an insurance policy or similar arrangementhave been invalidated.

Exculpation and Indemnification. (a) None No Member or officer or other authorized agent of the Manager or liquidator or any of their partners, members, employees, officers, agents, directors or affiliates (each, a “Covered Person”) Company shall be liable to the Company or any Member for any loss suffered by the Company or any Member which arises out of any investment Company, or any other action person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person unless person by this Agreement, except that such Covered Person has been finally adjudicated to have acted with gross negligence or fraud. No Covered Person person shall be liable to for any such loss, damage or claim incurred by reason of such person’s willful misfeasance or bad faith. In the event that the Member, or any of its direct or indirect members, partners, directors, managing directors, officers, stockholders, employees, agents, affiliates or controlling persons, or any officer of the Company or any Member with respect to any action or omission taken or suffered by any of them in good faith if such action or omission is taken or suffered in reliance upon (collectively, the “Indemnified Persons,” and in accordance with the opinion or advice of legal counsel (as to matters of laweach an “Indemnified Person”), or of accountants (as to matters of accounting)becomes involved, or of investment bankersin any capacity, accounting firms, or other appraisers (as to matters of valuation). The Company shall indemnify and hold harmless each Covered Person, who was or is a party or is threatened to be made a party to in any threatened, pending or completed completed, action, suit proceeding or proceedinginvestigation, from in connection with any matter arising out of or relating to the Company’s business or affairs, to the fullest extent permitted by applicable law, any legal and against other expenses (including the cost of any loss or expense reasonably suffered or sustained investigation and preparation) incurred by him or her such Indemnified Person in connection therewith shall, from time to time, be advanced by reason the Company prior to the final disposition of such action, suit, proceeding or investigation upon receipt by the Company of an undertaking by or on behalf of the fact Indemnified Person to repay such amount if it shall ultimately be determined that he, she or it such Indemnified Person is or was the Manager, a partner, member, employee, officer, agent, director or affiliate of the Manager, or a director, officer or employee of the Portfolio Company or any other organization which he, she or it serves or has served as a director, officer or employee at the request of not entitled to be indemnified by the Company in connection with such action, suit proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, the Company also will indemnify and hold harmless an Indemnified Person against any losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (collectively, “Costs”), to which such an Indemnified Person may become subject in connection with any matter arising out of or in connection with Company the Company’s business or affairs, including without limitation except to the extent that any judgmentsuch Costs result solely from the willful misfeasance or bad faith of such Indemnified Person. If for any reason (other than the willful misfeasance or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, settlementor insufficient to hold it harmless, reasonable attorneys’ fees then the Company shall contribute to the amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any other costs or expenses incurred in connection with relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the defense of any threatened, pending or completed action, suit or proceeding, provided that this indemnity shall not extend to matters as to which the Covered Person has been finally adjudicated in any action suit or proceeding to have acted with gross negligence or fraud. (b) The rights to indemnification and advancement of expenses conferred in Company under this Section 10 shall not be exclusive and shall be in addition to any rights to liability which any Covered Person the Company may otherwise have to any Indemnified Person and shall be entitled or hereafter acquire under binding upon and inure to the benefit of any lawsuccessors, statuteassigns, rule, regulation, charter document, by-law, contract or agreement. The indemnification obligation heirs and personal representatives of the Company to a Covered Person with respect to and any damages shall be reduced by any indemnification payments actually received by such Covered Person from the Portfolio Company or other entity (other than the Manager or its respective affiliates) with respect to the same damages. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Section 10, the Members intend that, to the maximum extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liabilityIndemnified Person. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such paymentsreimbursement, but such payments by the Company are not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay the Company to the extent indemnity and contribution obligations of such duplicative payments. If, notwithstanding the intention of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Section 10, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person that relieved or reduced the obligation of the Portfolio Company or other entity to such Covered Person. Indemnification payments (if any) made to a Covered Person by the Manager (or its affiliates) in respect of damages for which (and to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation to such Covered Person and/or the Manager (or its affiliates), as applicable, for such payments. As used in this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity shall be deemed limited to include payments made or to be made by or the Company’s assets, and no Member shall have any personal liability on behalf account thereof. The foregoing provisions shall survive any termination of the Portfolio Company or other entity or any successor thereto including, pursuant to an insurance policy or similar arrangementthis Agreement.

Exculpation and Indemnification. (a) None No Member or officer or other authorized agent of the Manager or liquidator or any of their partners, members, employees, officers, agents, directors or affiliates (each, a “Covered Person”) Company shall be liable to the Company or any Member for any loss suffered by the Company or any Member which arises out of any investment Company, or any other action person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person unless person by this Agreement, except that such Covered Person has been finally adjudicated to have acted with gross negligence or fraud. No Covered Person person shall be liable to for any such loss, damage or claim incurred by reason of such person’s willful misfeasance or bad faith. In the event that the Member, or any of its direct or indirect members, partners, directors, managing directors, officers, stockholders, employees, agents, affiliates or controlling persons, or any officer of the Company or any Member with respect to any action or omission taken or suffered by any of them in good faith if such action or omission is taken or suffered in reliance upon (collectively, the “Indemnified Persons”; and in accordance with the opinion or advice of legal counsel (as to matters of laweach an “Indemnified Person”), or of accountants (as to matters of accounting)becomes involved, or of investment bankersin any capacity, accounting firms, or other appraisers (as to matters of valuation). The Company shall indemnify and hold harmless each Covered Person, who was or is a party or is threatened to be made a party to in any threatened, pending or completed completed, action, suit proceeding or proceedinginvestigation, from in connection with any matter arising out of or relating to the Company’s business or affairs, to the fullest extent permitted by applicable law, any legal and against other expenses (including the cost of any loss or expense reasonably suffered or sustained investigation and preparation) incurred by him or her such Indemnified Person in connection therewith shall, from time to time, be advanced by reason the Company prior to the final disposition of such action, suit, proceeding or investigation upon receipt by the Company of an undertaking by or on behalf of the fact Indemnified Person to repay such amount if it shall ultimately be determined that he, she or it such Indemnified Person is or was the Manager, a partner, member, employee, officer, agent, director or affiliate of the Manager, or a director, officer or employee of the Portfolio Company or any other organization which he, she or it serves or has served as a director, officer or employee at the request of not entitled to be indemnified by the Company in connection with such action, suit proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, the Company also will indemnify and hold harmless an Indemnified Person against any losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (collectively, “Costs”), to which such an Indemnified Person may become subject in connection with any matter arising out of or in connection with Company the Company’s business or affairs, including without limitation except to the extent that any judgmentsuch Costs result solely from the willful misfeasance or bad faith of such Indemnified Person. If for any reason (other than the willful misfeasance or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, settlementor insufficient to hold it harmless, reasonable attorneys’ fees then the Company shall contribute to the amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any other costs or expenses incurred in connection with relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the defense of any threatened, pending or completed action, suit or proceeding, provided that this indemnity shall not extend to matters as to which the Covered Person has been finally adjudicated in any action suit or proceeding to have acted with gross negligence or fraud. (b) The rights to indemnification and advancement of expenses conferred in Company under this Section 10 shall not be exclusive and shall be in addition to any rights to liability which any Covered Person the Company may otherwise have to any Indemnified Person and shall be entitled or hereafter acquire under binding upon and inure to the benefit of any lawsuccessors, statuteassigns, rule, regulation, charter document, by-law, contract or agreement. The indemnification obligation heirs and personal representatives of the Company to a Covered Person with respect to and any damages shall be reduced by any indemnification payments actually received by such Covered Person from the Portfolio Company or other entity (other than the Manager or its respective affiliates) with respect to the same damages. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Section 10, the Members intend that, to the maximum extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liabilityIndemnified Person. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such paymentsreimbursement, but such payments by the Company are not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay the Company to the extent indemnity and contribution obligations of such duplicative payments. If, notwithstanding the intention of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Section 10, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person that relieved or reduced the obligation of the Portfolio Company or other entity to such Covered Person. Indemnification payments (if any) made to a Covered Person by the Manager (or its affiliates) in respect of damages for which (and to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation to such Covered Person and/or the Manager (or its affiliates), as applicable, for such payments. As used in this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity shall be deemed limited to include payments made or to be made by or the Company’s assets, and no Member shall have any personal liability on behalf account thereof. The foregoing provisions shall survive any termination of the Portfolio Company or other entity or any successor thereto including, pursuant to an insurance policy or similar arrangementthis Agreement.

Exculpation and Indemnification. (a) None of Neither the Manager Managing Member or liquidator or Management nor any of their partners, members, employees, officers, agents, directors or affiliates (each, a “Covered Person”) Affiliates shall be liable liable, responsible or accountable in damages or otherwise to the Company Fund or any Nonmanaging Member for any loss suffered loss, damage or liability (including tax liabilities) incurred by the Company reason of any error in judgment or any Member which arises act or failure to act arising out of any investment or any other action or omission the activities of such Covered Person unless such Covered Person has been finally adjudicated to have acted with gross negligence or fraud. No Covered Person shall be liable to the Company or any Member with respect to any action or omission taken or suffered by any of them on behalf or in respect of the Fund or in furtherance of the interests of the Fund, including, without limitation, (i) the failure to perform any acts they are not expressly obligated to perform under this Agreement or the Act (ii) any acts or failures to act made on the advice of legal counsel, accountants or other consultants to the Fund or the Managing Member, (iii) the negligence, dishonesty or bad faith of any consultant, employee or agent of the Fund through whom the Fund and/or the Managing Member in good faith if conducts its business and (iv) any other matter beyond the control of the Managing Member; provided, that such action error, act or omission is taken or suffered in reliance upon and in accordance with the opinion or advice of legal counsel (as failure to matters of law)act did not amount to fraud, or of accountants (as to matters of accounting), or of investment bankers, accounting firms, willful misconduct or other appraisers (as to matters breach of valuation)fiduciary duties imposed upon the Managing Member by the Act. The Company Fund shall indemnify and hold harmless harmless, to the fullest extent permitted by law, the Managing Member, each Covered Person, member of Management and their Affiliates who was are or is were a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, from and against whether civil, criminal, administrative or investigative (including any loss action by or expense reasonably suffered or sustained by him or her in connection therewith the right of the Fund), by reason of the fact that heany error in judgment, she act or it is failure to act or was the Managerany alleged error in judgment, a partner, member, employee, officer, agent, director act or affiliate failure to act arising out of their activities on behalf or in respect of the Manager, Fund or a director, officer or employee in furtherance of the Portfolio Company or any other organization which he, she or it serves or has served as a director, officer or employee at the request interests of the Company or Fund, against losses, damages and expenses for which they have not otherwise been reimbursed (including attorneys' fees, judgments, fines and amounts paid in settlement) and which were actually incurred by them in connection with Company affairs, including without limitation any judgment, settlement, reasonable attorneys’ fees or any other costs or expenses incurred in connection with the defense of any threatened, pending or completed such action, suit or proceeding, provided that this indemnity shall so long as such error, act or failure to act did not extend amount to matters as to which the Covered Person has been finally adjudicated in any action suit or proceeding to have acted with gross negligence or fraud. (b) The rights to indemnification and advancement of expenses conferred in this Section 10 shall not be exclusive and shall be in addition to any rights to which any Covered Person may otherwise be entitled or hereafter acquire under any law, statute, rule, regulation, charter document, by-law, contract or agreement. The indemnification obligation of the Company to a Covered Person with respect to any damages shall be reduced by any indemnification payments actually received by such Covered Person from the Portfolio Company willful misconduct or other entity (other than breach of fiduciary duties imposed upon the Manager or its respective affiliates) with respect to Managing Member by the same damagesAct. Solely for purposes No Member shall have any personal liability on account of clarification, and without expanding the scope of indemnification pursuant to this Section 10, the Members intend that, to the maximum extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liability. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments any obligation under this Section 10 to a Covered Person that is otherwise eligible for such payments, but such payments by the Company are not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay the Company to the extent of such duplicative payments. If, notwithstanding the intention of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Section 10, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person that relieved or reduced the obligation of the Portfolio Company or other entity to such Covered Person. Indemnification payments (if any) made to a Covered Person by the Manager (or its affiliates) in respect of damages for which (and to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation to such Covered Person and/or the Manager (or its affiliates), as applicable, for such payments. As used in this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity shall be deemed to include payments made or to be made by or on behalf of the Portfolio Company or other entity or any successor thereto including, pursuant to an insurance policy or similar arrangement6.9.

Exculpation and Indemnification. (a) None No Member nor any member, partner, tax matters partner, officer or director of the Manager Company or liquidator or any of their partners, members, employees, officers, agents, directors or affiliates its Affiliates (eachindividually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any Member for (i) any loss suffered act or omission (in relation to the Company, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in, or is not contrary to, the best interests of the Company and is within the scope of authority granted to such Covered Person, unless such act or omission resulted from fraud, bad faith, willful misconduct, gross negligence, or a willful breach of this Agreement or any related document by such Covered Person and except that nothing herein shall constitute a waiver or limitation of any rights which a Member or the Company may have under applicable securities laws or of any rights under other laws which may not be waived or (ii) any mistake, negligence, dishonesty or bad faith of any futures commission merchant, other broker or other agent of the Company or any Member of its Affiliates selected and monitored thereby with reasonable care. (b) To the fullest extent permitted by law, the Company shall indemnify and save harmless (but only to the extent of its assets) each Covered Person from and against any and all claims, liabilities, damages, losses, costs and expenses (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal, accounting or other costs and reasonable expenses of investigating or defending against any claim or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated, arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of any investment or any other action in connection with the Company, its property, business or omission of such affairs. A Covered Person unless shall not be entitled to indemnification under this Section 3.4 with respect to any claim, issue or matter in which such Covered Person has been finally adjudicated to have acted with engaged in fraud, bad faith, willful misconduct, gross negligence negligence, or fraud. No a willful breach of this Agreement or any related document by such Covered Person and nothing herein shall constitute a waiver or limitation of any rights which a Member or the Company may have under applicable securities laws or of rights under other laws which may not be waived. To the fullest extent permitted by law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding may, with the approval of the Managing Member, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of a written undertaking by or on behalf of the Covered Person to repay such amount to the extent that it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section. (c) To the extent that, at law, in equity or otherwise, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any Member, such Covered Person acting under this Agreement shall not be liable to the Company or to any Member with respect to any action or omission taken or suffered by any of them in for its good faith if such action or omission is taken or suffered in reliance upon and in accordance with on the opinion or advice provisions 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)this Agreement. The Company shall indemnify provisions of this Agreement, to the extent that they expand or restrict the duties and hold harmless each liabilities of a Covered Person otherwise existing at law or in equity or otherwise, are agreed by the Members to modify to that extent such other duties and liabilities of such Covered Person, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, from and against any loss or expense reasonably suffered or sustained by him or her in connection therewith by reason of the fact that he, she or it is or was the Manager, a partner, member, employee, officer, agent, director or affiliate of the Manager, or a director, officer or employee of the Portfolio Company or any other organization which he, she or it serves or has served as a director, officer or employee at the request of the Company or in connection with Company affairs, including without limitation any judgment, settlement, reasonable attorneys’ fees or any other costs or expenses incurred in connection with the defense of any threatened, pending or completed action, suit or proceeding, provided that this indemnity shall not extend to matters as to which the Covered Person has been finally adjudicated in any action suit or proceeding to have acted with gross negligence or fraud. (bd) The rights to indemnification Except as otherwise provided by the Act or as a Member may otherwise expressly agree in writing, the debts, liabilities and advancement obligations of expenses conferred the Company, whether arising in this Section 10 shall not be exclusive and contract, tort or otherwise, shall be in addition to any rights to which any solely the debts, obligations and liabilities of the Company, and no Covered Person may otherwise shall be entitled obligated personally for any such debt, liability or hereafter acquire under any law, statute, rule, regulation, charter document, by-law, contract or agreement. The indemnification obligation of the Company to solely by reason of being a Covered Person with respect to any damages shall be reduced by any indemnification payments actually received by such Covered Person from the Portfolio Company or other entity (other than the Manager or its respective affiliates) with respect to the same damages. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Section 10, the Members intend that, to the maximum extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liability. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such payments, but such payments by the Company are not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay the Company to the extent of such duplicative payments. If, notwithstanding the intention of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Section 10, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person that relieved or reduced the obligation of the Portfolio Company or other entity to such Covered Person. Indemnification payments (if any) made to a Covered Person by the Manager (or its affiliates) in respect of damages for which (and to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation to such Covered Person and/or the Manager (or its affiliates), as applicable, for such payments. As used in this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity shall be deemed to include payments made or to be made by or on behalf of the Portfolio Company or other entity or any successor thereto including, pursuant to an insurance policy or similar arrangement.

Exculpation and Indemnification. (a) None The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or investigation, whether civil, criminal, investigative or administrative, and whether external or internal to the Company (other than an action or suit brought by or in the right of the Company), by reason of the fact that such person is or was a Manager, Member, employee or trustee of the Company, or that, such person is or was an Affiliate of the Manager (including any partner, member, officer, director, shareholder, agent, advisor, or legal representative of the Manager or liquidator its Affiliates), Member, employee or trustee of the Company, against expenses (including reasonable attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person in connection with such action, suit or proceeding, or any of their partnersappeal therein, membersif such Person acted in good faith and in a manner he, employeesshe, officers, agents, directors or affiliates (each, a “Covered Person”) shall it reasonably believed to be liable in or not opposed to the Company or any Member for any loss suffered by best interests of the Company or any Member which arises out of any investment or any other action or omission of such Covered Person unless such Covered Person has been finally adjudicated to have acted with gross negligence or fraud. No Covered Person shall be liable to the Company or any Member Company, and with respect to any criminal action or omission taken proceeding, had no reasonable cause to believe such conduct was unlawful. The termination of any action, suit or suffered proceeding whether by any judgment, order, settlement, conviction, or upon a plea of them nolo contendere or its equivalent shall not, of itself, create a presumption that the Person did not act in good faith if such and in a manner which he, she or it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or omission is taken proceeding, that such Person had reasonable cause to believe that his, her 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). its conduct was unlawful. b) The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that he, she or it is or was a Manager, Member, employee or trustee of the Company or is or was an Affiliate of a Manager (including any partner, member, officer, director, shareholder, agent, advisor, or legal representative of the Manager or its Affiliates), Member, employee or trustee of the Company against expenses (including reasonable attorneys' fees) actually and hold harmless reasonably incurred by such Person in connection with the defense, settlement or appeal of such action or suit if such Person acted in good faith and in a manner such Person reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudicated to be liable for gross negligence or willful misconduct in the performance of his, her or its duty to the Company unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Person is fairly and reasonably entitled to be indemnified for such expenses which the court shall deem proper. c) Any indemnification under Sections 5.03(a) or 5.03(b) hereof (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that the indemnification of the Person in question is proper in the circumstances because that Person has met the applicable standards of conduct set forth in Sections 5.03(a) or 5.03(b) hereof. Such determination shall be made by the Manager, in its reasonable discretion, upon notice to each Covered of the Members; provided, that if the Preferred Members jointly submit a written objection to such Manager's determination within fifteen (15) business days after receipt of such notice, then such determination shall be made by a court of competent jurisdiction. d) To the extent that any Person referred to in Sections 5.03(a) or 5.03(b) hereof has been successful on the merits or otherwise in defense of any action, suit, proceeding or investigation, or any appeal or in defense of any claim, issue or matter therein, or on appeal from any such proceeding, action, suit, claim or matter, such Person shall be indemnified against all expenses (including reasonable attorneys' fees) incurred in connection therewith. e) Expenses incurred in any action, suit, proceeding or investigation or any appeal therefrom may be paid by the Company in advance of the final disposition of such matter, as authorized by the Manager in the Manager's reasonable discretion, upon receipt of an acceptable undertaking by or on behalf of such Person to repay such amount, unless it shall ultimately be determined, as provided herein, that such Person is entitled to indemnification. f) The indemnification provided by this Section 5.03 shall not be deemed exclusive of, and shall not affect, any other rights to which any Person seeking indemnification may be entitled under any law, agreement, or otherwise, and shall continue and inure to the benefit of the heirs, executors and administrators of such a Person. g) The Company may purchase and maintain insurance on behalf of any Person who is or was a Manager, Member, employee or trustee of the Company against any liability asserted against such Person and incurred by him, her or it in any such capacity, or arising out of his, her or its status as such, whether or not the Company would have the power to indemnify such Person against such liability under the provisions of this Section. Such insurance may include "tail" coverage for periods after termination of service in such capacity or after liquidation, merger, consolidation or other change in the Company. h) The Company shall, at its cost and expense, defend with counsel of the Company's choice or approval, any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedingproceeding or investigation, from whether civil, criminal or administrative, and against any loss whether external or expense reasonably suffered or sustained by him or her in connection therewith internal to the Company by reason of the fact that he, she or it is or was the Manager, a partner, member, employee, officer, agent, director acting in any capacity described in Sections 5.03(a) or affiliate of the Manager, or a director, officer or employee of the Portfolio Company or any other organization which 5.03(b) hereof if he, she or it serves acted in good faith and in a manner reasonably believed to be in or has served as a director, officer or employee at not opposed to the request best interests of the Company or in connection with Company affairs, including without limitation any judgment, settlement, reasonable attorneys’ fees or any other costs or expenses incurred in connection with the defense of any threatened, pending or completed action, suit or proceeding, provided that this indemnity shall not extend to matters as to which the Covered Person has been finally adjudicated in any action suit or proceeding to have acted with gross negligence or fraud. (b) The rights to indemnification and advancement of expenses conferred in this Section 10 shall not be exclusive and shall be in addition to any rights to which any Covered Person may otherwise be entitled or hereafter acquire under any law, statute, rule, regulation, charter document, by-law, contract or agreement. The indemnification obligation of the Company to a Covered Person with respect to any damages shall be reduced by any indemnification payments actually received by criminal action or proceeding, had no reasonable cause to believe such Covered Person from the Portfolio Company or other entity (other than the Manager or its respective affiliates) with respect to the same damages. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Section 10, the Members intend that, to the maximum extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liability. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such payments, but such payments by the Company are not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay the Company to the extent of such duplicative payments. If, notwithstanding the intention of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Section 10, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person that relieved or reduced the obligation of the Portfolio Company or other entity to such Covered Person. Indemnification payments (if any) made to a Covered Person by the Manager (or its affiliates) in respect of damages for which (and to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation to such Covered Person and/or the Manager (or its affiliates), as applicable, for such payments. As used in this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity shall be deemed to include payments made or to be made by or on behalf of the Portfolio Company or other entity or any successor thereto including, pursuant to an insurance policy or similar arrangementconduct was unlawful.

Exculpation and Indemnification. (a) None of the Manager A. The Company shall indemnify any Person who was or liquidator is a party or is threatened to be made a party to any of their partnersthreatened, memberspending or completed action, employeessuit, officersproceeding or investigation, agentswhether civil, directors criminal, investigative or affiliates (eachadministrative, a “Covered Person”) shall be liable and whether external or internal to the Company (other than an action or suit brought by or in the right of the Company), by reason of the fact that such person is or was a Manager, Member, employee or trustee of the Company, or that, such person is or was an Affiliate of a Manager, Member, employee or trustee of the Company, against expenses (including reasonable attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person in connection with such action, suit or proceeding, or any Member for any loss suffered by the Company appeal therein, if such Person acted in good faith and in a manner he, she, or any Member which arises out of any investment it reasonably believed to be in or any other action or omission of such Covered Person unless such Covered Person has been finally adjudicated to have acted with gross negligence or fraud. No Covered Person shall be liable not opposed to the Company or any Member best interests of the Company, and with respect to any criminal action or omission taken proceeding, had no reasonable cause to believe such conduct was unlawful. The termination of any action, suit or suffered proceeding whether by any judgment, order, settlement, conviction, or upon a plea of them nolo contendere or its equivalent shall not, of itself, create a presumption that the Person did not act in good faith if such and in a manner which he, she or it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or omission is taken proceeding, that such Person had reasonable cause to believe that his, her 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). its conduct was unlawful. B. The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that he, she or it is or was a Manager, Member, employee or trustee of the Company or is or was an Affiliate of a Manager, Member, employee or trustee of the Company against expenses (including reasonable attorneys' fees) actually and hold harmless reasonably incurred by such Person in connection with the defense, settlement or appeal of such action or suit if such Person acted in good faith and in a manner such Person reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudicated to be liable for gross negligence or willful misconduct in the performance of his, her or its duty to the Company unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Person is fairly and reasonably entitled to be indemnified for such expenses which the court shall deem proper. C. Any indemnification under Sections 6.3.A or 6.3.B hereof (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that the indemnification of the Person in question is proper in the circumstances because that Person has met the applicable standards of conduct set forth in Sections 6.3.A or 6.3.B hereof. Such determination shall be made by the Manager, in its reasonable discretion, upon notice to each Covered of the Members; provided, that if the Investor shall submit a written objection to such Manager’s determination within fifteen (15) Business Days after receipt of such notice, then such determination shall be made by a court of competent jurisdiction. D. To the extent that any Person referred to in Sections 6.3.A or 6.3.B hereof has been successful on the merits or otherwise in defense of any action, suit, proceeding or investigation, or any appeal or in defense of any claim, issue or matter therein, or on appeal from any such proceeding, action, suit, claim or matter, such Person shall be indemnified against all expenses (including reasonable attorneys’ fees) incurred in connection therewith. E. Expenses incurred in any action, suit, proceeding or investigation or any appeal therefrom may be paid by the Company in advance of the final disposition of such matter, as authorized by the Manager in the Manager’s reasonable discretion, upon receipt of an acceptable undertaking by or on behalf of such Person to repay such amount, unless it shall ultimately be determined, as provided herein, that such Person is entitled to indemnification. F. The indemnification provided by this Section 6.3 shall not be deemed exclusive of, and shall not affect, any other rights to which any Person seeking indemnification may be entitled under any law, agreement, or otherwise, and shall continue and inure to the benefit of the heirs, executors and administrators of such a Person. G. The Company may purchase and maintain insurance on behalf of any Person who is or was a Manager, Member, employee or trustee of the Company against any liability asserted against such Person and incurred by him, her or it in any such capacity, or arising out of his, her or its status as such, whether or not the Company would have the power to indemnify such Person against such liability under the provisions of this Section. Such insurance may include "tail" coverage for periods after termination of service in such capacity or after liquidation, merger, consolidation or other change in the Company. H. The Company shall, at its cost and expense, defend with counsel of the Company's choice or approval, any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedingproceeding or investigation, from whether civil, criminal or administrative, and against any loss whether external or expense reasonably suffered or sustained by him or her in connection therewith internal to the Company by reason of the fact that he, she or it is or was the Manager, a partner, member, employee, officer, agent, director acting in any capacity described in Sections 6.3.A or affiliate of the Manager, or a director, officer or employee of the Portfolio Company or any other organization which 6.3.B hereof if he, she or it serves acted in good faith and in a manner reasonably believed to be in or has served as a director, officer or employee at not opposed to the request best interests of the Company or in connection with Company affairs, including without limitation any judgment, settlement, reasonable attorneys’ fees or any other costs or expenses incurred in connection with the defense of any threatened, pending or completed action, suit or proceeding, provided that this indemnity shall not extend to matters as to which the Covered Person has been finally adjudicated in any action suit or proceeding to have acted with gross negligence or fraud. (b) The rights to indemnification and advancement of expenses conferred in this Section 10 shall not be exclusive and shall be in addition to any rights to which any Covered Person may otherwise be entitled or hereafter acquire under any law, statute, rule, regulation, charter document, by-law, contract or agreement. The indemnification obligation of the Company to a Covered Person with respect to any damages shall be reduced by any indemnification payments actually received by criminal action or proceeding, had no reasonable cause to believe such Covered Person from the Portfolio Company or other entity (other than the Manager or its respective affiliates) with respect to the same damages. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Section 10, the Members intend that, to the maximum extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liability. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such payments, but such payments by the Company are not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay the Company to the extent of such duplicative payments. If, notwithstanding the intention of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Section 10, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person that relieved or reduced the obligation of the Portfolio Company or other entity to such Covered Person. Indemnification payments (if any) made to a Covered Person by the Manager (or its affiliates) in respect of damages for which (and to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation to such Covered Person and/or the Manager (or its affiliates), as applicable, for such payments. As used in this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity shall be deemed to include payments made or to be made by or on behalf of the Portfolio Company or other entity or any successor thereto including, pursuant to an insurance policy or similar arrangementconduct was unlawful.

Exculpation and Indemnification. (a) None of 11.1. Neither the Members, the Directors, the Manager or liquidator their respective Affiliates nor any Person who at any time shall serve, or shall have served, as an officer, director, manager, employee or other agent of the Members or any such Affiliate and who, in such capacity, shall engage, or shall have engaged, in activities on behalf of their partners, members, employees, officers, agents, directors or affiliates FilmCo (each, a “Covered PersonSpecified Agent”) shall be liable liable, in damages or otherwise, to FilmCo or the Company Members for, and FilmCo shall not take any action against the Members, the Directors, the Manager or their respective Affiliates or any Member for Specified Agent, in respect of any loss suffered by the Company or any Member which arises out of any investment acts or any other action omissions performed or omission of such Covered Person unless such Covered Person has been finally adjudicated to have acted with gross negligence or fraud. No Covered Person shall be liable omitted by it pursuant to the Company authority granted by this Agreement, or any Member with respect to any action otherwise performed on behalf of FilmCo, if the Members, the Directors, the Manager or omission taken such Affiliate or suffered by any of them such Specified Agent, as applicable, in good faith faith, determined that such course of conduct was in the best interests of FilmCo. The Members shall look solely to the assets of FilmCo for return of their investment, and if the property of FilmCo remaining after the discharge of the debts and liabilities of FilmCo is insufficient to return such action investment, the Members shall have no recourse against FilmCo, the Manager or omission is taken or suffered in reliance upon and in accordance with the opinion or advice of legal counsel (Directors except as expressly provided herein. 11.2. FilmCo shall, to matters of law), or of accountants (as to matters of accounting), or of investment bankers, accounting firms, the fullest extent permitted under the Act or other appraisers (as to matters of valuation). The Company shall applicable Law, indemnify and hold harmless each Covered Person, any Person who was or is a party or is threatened to be or made a party to any threatened, pending or completed action, suit or proceeding, from and against any loss or expense reasonably suffered or sustained by him or her in connection therewith Action by reason of the fact that hesuch Person is a Member, she or it is or was the ManagerDirector, a partner, member, employee, officer, agent, director or affiliate of the Manager, Manager or a directorSpecified Agent of FilmCo, officer or employee of the Portfolio Company or any other organization which heagainst losses, she or it serves or has served as a directordamages, officer or employee at the request of the Company expenses (including attorneys’ fees), judgments and amounts paid in settlement actually and reasonably incurred by or in connection with Company affairssuch claim, including without limitation any judgment, settlement, reasonable attorneys’ fees or any other costs or expenses incurred in connection with the defense of any threatened, pending or completed action, suit or proceeding; provided, provided however, that this indemnity FilmCo shall not extend to matters indemnify: (i) any such Person in respect of any claim, issue or matter as to which the Covered such Person has been finally adjudicated in any action suit or proceeding adjudged to have acted with be liable as a result of bad faith, willful misconduct, gross negligence or fraud. ; or (bii) The rights to indemnification and advancement of expenses conferred in this Section 10 shall not be exclusive and shall be in addition to any rights to which any Covered Person may otherwise be entitled or hereafter acquire under any law, statute, rule, regulation, charter document, by-law, contract or agreement. The indemnification obligation of the Company to a Covered Person with respect to any damages shall be reduced by any indemnification payments actually received by such Covered Person from the Portfolio Company or other entity (other than the Manager or its respective affiliates) with respect to the same damages. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Section 10, the Members intend that, to the maximum extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liability. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such payments, but such payments by the Company are not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay the Company to the extent of such duplicative payments. If, notwithstanding the intention of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Section 10, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person that relieved or reduced the obligation of the Portfolio Company or other entity to such Covered Person. Indemnification payments (if any) made to a Covered Person by the Manager (or its affiliates) Member in respect of damages for any Action brought by another Member, or (iii) any Lions Gate Company in any Action by FilmCo related to or arising out of any agreement to which both FilmCo and a Lions Gate Company is a party except as may be expressly provided in any Transaction Document, or (iv) FundCo or any of its Affiliates in any Action by FilmCo related to or arising out of any agreement to which both FilmCo and to FundCo is a party. Any act or omission by the extent) Members, the Directors, the Manager, their respective Affiliates or any Specified Agent, if done in reliance upon the opinion of independent legal counsel or public accountants selected with reasonable care by the Members, the Directors, the Manager, their respective Affiliates or such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation to such Covered Person and/or the Manager (or its affiliates)Specified Agent, as applicable, shall not constitute bad faith, willful misconduct, gross negligence or fraud on the part of such Persons. 11.3. The termination of any claim or Action, by judgment, order or settlement shall not, of itself, create a presumption that any act or failure to act by the Members, the Directors, the Manager, their respective Affiliates or any Specified Agent constituted bad faith, willful misconduct, gross negligence or fraud under this Agreement. 11.4. Any such indemnification under this ARTICLE XI shall be recoverable only out of the assets of FilmCo and not from the Members or the Manager. No debt shall be incurred by FilmCo, the Members or the Manager in order to provide a source of funds for such paymentsany indemnity, and neither the Members nor the Manager shall not have any liability (or any liability to make any additional Capital Contribution) on account thereof. 11.5. As used To the extent that, at Law or in this Section 10equity, “indemnification” payments made a Specified Agent, Member, the Manager, Director or Affiliate of any of the foregoing has duties (including fiduciary duties) and liabilities relating thereto to FilmCo or to any other Specified Agent, Member, Director or their respective Affiliates, then such Specified Agent, Member, the Manager, Director or their respective Affiliates acting under this Agreement shall not be made liable to FilmCo or to any other Specified Agent, Member, the Manager, Director or their respective Affiliates for its good faith reliance on the provisions of this Agreement or any approval or authorization granted by FilmCo or any other Specified Agent, Member, the Manager, Director or their respective Affiliates. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Specified Agent, Member, the Manager, Director or their respective Affiliates otherwise existing at Law or in equity, are agreed by the Portfolio Company Member and FilmCo to replace such other duties and liabilities of such Specified Agent, Member, Director, the Manager or other entity shall be deemed to include payments made or to be made by or on behalf of the Portfolio Company or other entity or any successor thereto including, pursuant to an insurance policy or similar arrangementtheir respective Affiliates.

Exculpation and Indemnification. (a) None Notwithstanding any other terms of the Manager this Agreement, whether express or liquidator implied, or any obligation or duty at law or in equity, no Partner nor any of their partnersits officers, directors, shareholders, members, partners, employees, officersrepresentatives or agents nor any officer, agentsemployee, directors representative, investment manager or affiliates agent of the Partnership or its Affiliates (eachindividually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any Member for any loss suffered by the Company or any Member which arises out of any investment Partnership or any other action or omission of such Covered Person unless such Covered Person has been finally adjudicated to have acted with gross negligence or fraud. No Covered Person shall be liable to the Company or Partner for (i) any Member with respect to any action act or omission taken or suffered by such Covered Person in 101306536.9 connection with the Partnership or otherwise in connection with this Agreement, any of them in good faith if related document or the matters contemplated hereby or thereby, unless such action act or omission is taken resulted from fraud, bad faith, willful misconduct, gross negligence, a violation of applicable securities laws or suffered in reliance upon and in accordance with a willful material uncured breach of this Agreement, the opinion Investment Advisory Agreement, the Investment Management Agreement, the Fund Partnership Agreement 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). The Company shall indemnify and hold harmless each any related document by such Covered Person, who was or is a party (ii) any mistake, negligence, dishonesty or is threatened to be made a party to bad faith of any threatened, pending broker or completed action, suit or proceeding, from and against any loss or expense reasonably suffered or sustained by him or her in connection therewith by reason other agent of the fact Partnership unless such Covered Person was responsible for the selection or monitoring of such broker or agent and acted in such capacity with gross negligence, and except that henothing herein shall constitute a waiver or limitation of any rights which a Partner or the General Partner, she or it is or was the Manager, a partner, member, employee, officer, agent, director or affiliate on behalf of the ManagerPartnership, may have under applicable securities laws or a director, officer or employee of the Portfolio Company or any rights under other organization laws which he, she or it serves or has served as a director, officer or employee at the request matter of the Company or in connection with Company affairs, including without limitation any judgment, settlement, reasonable attorneys’ fees or any other costs or expenses incurred in connection with the defense of any threatened, pending or completed action, suit or proceeding, provided that this indemnity shall law may not extend to matters as to which the Covered Person has been finally adjudicated in any action suit or proceeding to have acted with gross negligence or fraudbe waived. (b) The rights To the fullest extent permitted by law, the Partnership shall indemnify and save harmless (but only to the extent of its assets) each Covered Person from and against any and all claims, liabilities, damages, losses, costs and expenses (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated, arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, which relates to or arises out of or in connection with the Partnership, its property, its business or affairs, including acting as a director or the equivalent of a company any securities of which are or were a Private Equity Investment; provided that a Covered Person shall be entitled to indemnification hereunder only to the extent that such Covered Person’s conduct did not constitute fraud, bad faith, willful misconduct, gross negligence or a willful material uncured breach of this Agreement, the Investment Advisory Agreement, the Investment Management Agreement, the Fund Partnership Agreement or any related document by such Covered Person, and advancement nothing herein shall constitute a waiver or limitation of expenses conferred in this Section 10 shall any rights which a Partner or the General Partner, on behalf of the Partnership, may have under applicable securities laws or of rights under other laws which as a matter of law may not be exclusive and waived. To the fullest extent permitted by law, expenses (including legal fees) incurred by a Covered Person in defense or settlement of any claim, demand, action, suit or proceeding may, with the approval of the General Partner, from time to time, be advanced by the Partnership prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Partnership of a written undertaking by or on behalf of the Covered Person to repay such amount to the extent that it shall be determined that the Covered Person is not entitled to be indemnified as authorized hereunder. Prior to any claim for indemnification hereunder, the Partnership or the Covered Person shall first seek recovery under any other indemnity or insurance policy by which such Person is indemnified or covered (other than under the terms of the constitutive documents of the Investment Manager, the Investment Advisor and their Affiliates) to the extent such other indemnity or insurance policy would cover the relevant liability on a timely basis. (c) The right of any Covered Person to the indemnification provided herein shall be cumulative of, and in addition to to, any and all rights to which any such Covered Person may otherwise be entitled or hereafter acquire under any law, statute, rule, regulation, charter document, by-law, by contract or agreement. The indemnification obligation of the Company to a Covered Person with respect to any damages shall be reduced by any indemnification payments actually received by such Covered Person from the Portfolio Company or other entity (other than the Manager or its respective affiliates) with respect to the same damages. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Section 10, the Members intend that, to the maximum extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liability. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such payments, but such payments by the Company are not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay the Company to the extent of such duplicative payments. If, notwithstanding the intention of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result matter of payments made by the Company pursuant to this Section 10, the Company law or equity and shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person that relieved or reduced the obligation of the Portfolio Company or other entity extend to such Covered Person’s successors, assigns and legal representatives. Indemnification payments 101306536.9 (if anyd) made To the extent that, at law or in equity, a Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, such Partner acting under this Agreement shall not be liable to the Partnership or to any such other Partner for his or her good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Covered Person Partner otherwise existing at law or in equity, are agreed by the Manager Partners to modify to that extent such other duties and liabilities of such Partner. (e) Whenever in this Agreement a person is permitted or its affiliatesrequired to make a decision (i) in respect his or her “sole discretion,” “sole and absolute discretion” or “discretion” or under a grant of damages for which similar authority or latitude, the person shall be entitled to consider any interests and factors as it desires, including its own interests, or (ii) in its “good faith” or under another express standard, the person shall act under such express standard and to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation be subject to such Covered Person and/or the Manager (any other or its affiliates), as applicable, for such payments. As used in different standards imposed by this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity shall be deemed to include payments made or to be made by or on behalf of the Portfolio Company or other entity Agreement or any successor thereto including, pursuant to an insurance policy other agreement contemplated herein or similar arrangementby relevant provisions of law or in equity or otherwise.

Exculpation and Indemnification. (a) None a. No member, Director or officer of the Manager or liquidator or any of their partners, members, employees, officers, agents, directors or affiliates (each, a “Covered Person”) Company shall be liable to the Company or any Member for any loss suffered by the Company or any Member which arises out of any investment Company, or any other action person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person unless person by this Agreement, except that such Covered Person has been finally adjudicated to have acted with gross negligence or fraud. No Covered Person person shall be liable to the Company for any such loss, damage or any Member with respect to any action claim incurred by reason of such person’s willful misfeasance or omission taken or suffered by any of them in good faith if such action or 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). bad faith. b. The Company shall indemnify and hold harmless each Covered Person, any person who was or is a party or is threatened to be made a party to to, or testifies in, any threatened, pending or completed action, claim, suit or proceeding, from and against any loss whether civil, criminal, administrative or expense reasonably suffered or sustained by him or her in connection therewith investigative, by reason of the fact that he, she or it such person is or was the Manager, a partner, member, employee, officer, agent, director Director or affiliate officer of the ManagerCompany, or a director, officer is or employee of the Portfolio Company or any other organization which he, she or it serves or has served as a director, officer or employee was serving at the request of the Company as a director, officer, employee or agent of another Company, partnership, joint venture, employee benefit plan, trust or other enterprise, against all claims, losses, liabilities, expenses (including attorneys’ fees and disbursements), damages, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with Company affairs, including without limitation any judgment, settlement, reasonable attorneys’ fees or any other costs or expenses incurred in connection with the defense of any threatened, pending or completed such action, suit or proceedingproceeding to the fullest extent permitted under the Act. c. To the extent that a member, provided that this indemnity shall not extend to matters as to which Director or officer of the Covered Person Company has been finally adjudicated successful on the merits or otherwise in defense of any action action, suit or proceeding referred to have acted with gross negligence in Section 12.b, or fraudin defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. d. Expenses (bincluding attorneys’ fees) The rights to indemnification and advancement incurred by a member, Director or officer in defending or testifying in a civil, criminal, administrative or investigative action, claim, suit or proceeding by reason of expenses conferred in this Section 10 shall not be exclusive and shall be in addition to any rights to which any Covered Person may otherwise be entitled the fact that such person is or hereafter acquire under any lawwas a member, statute, rule, regulation, charter document, by-law, contract Director or agreement. The indemnification obligation officer of the Company to (or is or was serving at the request of the Company as a Covered Person with respect to any damages director, officer, employee or agent of another Company, partnership, joint venture, employee benefit plan, trust or other enterprise) shall be reduced by any indemnification payments actually received by such Covered Person from the Portfolio Company or other entity (other than the Manager or its respective affiliates) with respect to the same damages. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Section 10, the Members intend that, to the maximum extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liability. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such payments, but such payments by the Company are not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay the Company to the extent of such duplicative payments. If, notwithstanding the intention of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Section 10, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person that relieved or reduced the obligation in advance of the Portfolio Company final disposition of such action, claim, suit or other entity to proceeding within ten business days of the Company’s receipt of a request for advancement of such Covered Person. Indemnification payments (if any) made to a Covered Person by the Manager (expenses from such director or its affiliates) in respect of damages for which (and officer and, to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation to such Covered Person and/or the Manager (or its affiliates)extent required by law, as applicable, for such payments. As used in this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity shall be deemed to include payments made or to be made upon receipt of an undertaking by or on behalf of any such member, Director or officer to repay such amount if it shall ultimately be determined that such member, Director or officer is not entitled to be indemnified by the Portfolio Company against such expenses. e. The indemnification permitted by this Section 12 shall not be deemed exclusive of any other rights to which any Person may be entitled under any agreement, vote of Member or disinterested Directors or otherwise, both as to action in such Person’s official capacity and as to action in another capacity while holding an office, and shall continue as to a Person who has ceased to be a member, Director or officer and shall inure to the benefit of the successors, assigns, heirs, executors and administrators of such Person. f. The Company shall have power to purchase and maintain insurance on behalf of any person who is or was a member, Director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, employee benefit plan trust or other entity enterprise against any liability asserted against such person and incurred by such person in any such capacity, or any successor thereto includingarising out of such person’s status as such, pursuant whether or not the Company would have the power to an insurance policy indemnify such person against such liability under the provisions of this Section 12 or similar arrangementotherwise.

Exculpation and Indemnification. (a) None No Member or officer or other authorized agent of the Manager or liquidator or any of their partners, members, employees, officers, agents, directors or affiliates (each, a “Covered Person”) Company shall be liable to the Company or any Member for any loss suffered by the Company or any Member which arises out of any investment Company, or any other action person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person unless person by this Agreement, except that such Covered Person has been finally adjudicated to have acted with gross negligence or fraud. No Covered Person person shall be liable to for any such loss, damage or claim incurred by reason of such person’s willful misfeasance or bad faith. In the event that the Member, or any of its direct or indirect members, partners, directors, managing directors, officers, stockholders, employees, agents, affiliates or controlling persons, or any officer of the Company or any Member with respect to any action or omission taken or suffered by any of them in good faith if such action or omission is taken or suffered in reliance upon (collectively, the “Indemnified Persons,” and in accordance with the opinion or advice of legal counsel (as to matters of laweach an “Indemnified Person”), or of accountants (as to matters of accounting)becomes involved, or of investment bankersin any capacity, accounting firms, or other appraisers (as to matters of valuation). The Company shall indemnify and hold harmless each Covered Person, who was or is a party or is threatened to be made a party to in any threatened, pending or completed completed, action, suit proceeding or proceedinginvestigation, from in connection with any matter arising out of or relating to the Company’s business or affairs, to the fullest extent permitted by applicable law, any legal and against other expenses (including the cost of any loss or expense reasonably suffered or sustained investigation and reparation) incurred by him or her such Indemnified Person in connection therewith shall, from time to time, be advanced by reason the Company prior to the final disposition of such action, suit, proceeding or investigation upon receipt by the Company of an undertaking by or on behalf of the fact Indemnified Person to repay such amount if it shall ultimately be determined that he, she or it such Indemnified Person is or was the Manager, a partner, member, employee, officer, agent, director or affiliate of the Manager, or a director, officer or employee of the Portfolio Company or any other organization which he, she or it serves or has served as a director, officer or employee at the request of not entitled to be indemnified by the Company in connection with such action, suit proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, the Company also will indemnify and hold harmless an Indemnified Person against any losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (collectively, “Costs”), to which such an Indemnified Person may become subject in connection with any matter arising out of or in connection with Company the Company’s business or affairs, including without limitation except to the extent that any judgmentsuch Costs result solely from the willful misfeasance or bad faith of such Indemnified Person. If for any reason (other than the willful misfeasance or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, settlementor insufficient to hold it harmless, reasonable attorneys’ fees then the Company shall contribute to the amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any other costs or expenses incurred in connection with relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the defense of any threatened, pending or completed action, suit or proceeding, provided that this indemnity shall not extend to matters as to which the Covered Person has been finally adjudicated in any action suit or proceeding to have acted with gross negligence or fraud. (b) The rights to indemnification and advancement of expenses conferred in Company under this Section 10 shall not be exclusive and shall be in addition to any rights to liability which any Covered Person the Company may otherwise have to any Indemnified Person and shall be entitled or hereafter acquire under binding upon and inure to the benefit of any lawsuccessors, statuteassigns, rule, regulation, charter document, by-law, contract or agreement. The indemnification obligation heirs and personal representatives of the Company to a Covered Person with respect to and any damages shall be reduced by any indemnification payments actually received by such Covered Person from the Portfolio Company or other entity (other than the Manager or its respective affiliates) with respect to the same damages. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Section 10, the Members intend that, to the maximum extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liabilityIndemnified Person. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such paymentsreimbursement, but such payments by the Company are not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay the Company to the extent indemnity and contribution obligations of such duplicative payments. If, notwithstanding the intention of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Section 10, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person that relieved or reduced the obligation of the Portfolio Company or other entity to such Covered Person. Indemnification payments (if any) made to a Covered Person by the Manager (or its affiliates) in respect of damages for which (and to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation to such Covered Person and/or the Manager (or its affiliates), as applicable, for such payments. As used in this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity shall be deemed limited to include payments made or to be made by or the Company’s assets, and no Member shall have any personal liability on behalf account thereof. The foregoing provisions shall survive any termination of the Portfolio Company or other entity or any successor thereto including, pursuant to an insurance policy or similar arrangementthis Agreement.

Exculpation and Indemnification. (a) None Notwithstanding any other terms of the Manager this Agreement, whether express or liquidator implied, or any obligation or duty at law or in equity, no Partner nor any of their partnersits officers, directors, shareholders, members, partners, employees, officersrepresentatives or agents nor any officer, agentsemployee, directors representative, investment manager or affiliates agent of the Partnership or its Affiliates (eachindividually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any Member for any loss suffered by the Company or any Member which arises out of any investment Partnership or any other action or omission of such Covered Person unless such Covered Person has been finally adjudicated to have acted with gross negligence or fraud. No Covered Person shall be liable to the Company or Partner for (i) any Member with respect to any action act or omission taken or suffered by any of them in good faith if such action or 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). The Company shall indemnify and hold harmless each Covered Person, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, from and against any loss or expense reasonably suffered or sustained by him or her in connection therewith by reason of the fact that he, she or it is or was the Manager, a partner, member, employee, officer, agent, director or affiliate of the Manager, or a director, officer or employee of the Portfolio Company or any other organization which he, she or it serves or has served as a director, officer or employee at the request of the Company or in connection with Company affairs, including without limitation any judgment, settlement, reasonable attorneys’ fees or any other costs or expenses incurred Person in connection with the defense Partnership or otherwise in connection with this Agreement, any related document or the matters contemplated hereby or thereby, unless such act or omission resulted from fraud, bad faith, willful misconduct, gross negligence, a violation of applicable securities laws or a willful material uncured breach of this Agreement, the Investment Advisory Agreement, the Investment Management Agreement, the Fund Partnership Agreement or any related document by such Covered Person, or (ii) any mistake, negligence, dishonesty or bad faith of any threatened, pending broker or completed action, suit or proceeding, provided that this indemnity shall not extend to matters as to which other agent of the Partnership unless such Covered Person has been finally adjudicated was responsible for the selection or monitoring of such broker or agent and acted in any action suit or proceeding to have acted such capacity with gross negligence negligence, and except that nothing herein shall constitute a waiver or fraudlimitation of any rights which a Partner or the General Partner, on behalf of the Partnership, may have under applicable securities laws or of any rights under other laws which as a matter of law may not be waived. (b) The rights To the fullest extent permitted by law, the Partnership shall indemnify and save harmless (but only to the extent of its assets) each Covered Person from and against any and all claims, liabilities, damages, losses, costs and expenses (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated, arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, which relates to or arises out of or in connection with the Partnership, its property, its business or affairs, including acting as a director or the equivalent of a company any securities of which are or were a Private Equity Investment; provided that a Covered Person shall be entitled to indemnification hereunder only to the extent that such Covered Person’s conduct did not constitute fraud, bad faith, willful misconduct, gross negligence or a willful material uncured breach of this Agreement, the Investment Advisory Agreement, the Investment Management Agreement, the Fund Partnership Agreement or any related document by such Covered Person, and advancement nothing herein shall constitute a waiver or limitation of expenses conferred in this Section 10 shall any rights which a Partner or the General Partner, on behalf of the Partnership, may have under applicable securities laws or of rights under other laws which as a matter of law may not be exclusive and waived. To the fullest extent permitted by law, expenses (including legal fees) incurred by a Covered Person in defense or settlement of any claim, demand, action, suit or proceeding may, with the approval of the General Partner, from time to time, be advanced by the Partnership prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Partnership of a written undertaking by or on behalf of the Covered Person to repay such amount to the extent that it shall be determined that the Covered Person is not entitled to be indemnified as authorized hereunder. Prior to any claim for indemnification hereunder, the Partnership or the Covered Person shall first seek recovery under any other indemnity or insurance policy by which such Person is indemnified or covered (other than under the terms of the constitutive documents of the Investment Manager, the Investment Advisor and their Affiliates) to the extent such other indemnity or insurance policy would cover the relevant liability on a timely basis. (c) The right of any Covered Person to the indemnification provided herein shall be cumulative of, and in addition to to, any and all rights to which any such Covered Person may otherwise be entitled or hereafter acquire under any law, statute, rule, regulation, charter document, by-law, by contract or agreement. The indemnification obligation of the Company to a Covered Person with respect to any damages shall be reduced by any indemnification payments actually received by such Covered Person from the Portfolio Company or other entity (other than the Manager or its respective affiliates) with respect to the same damages. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Section 10, the Members intend that, to the maximum extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liability. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such payments, but such payments by the Company are not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay the Company to the extent of such duplicative payments. If, notwithstanding the intention of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result matter of payments made by the Company pursuant to this Section 10, the Company law or equity and shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person that relieved or reduced the obligation of the Portfolio Company or other entity extend to such Covered Person’s successors, assigns and legal representatives. (d) To the extent that, at law or in equity, a Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, such Partner acting under this Agreement shall not be liable to the Partnership or to any such other Partner for his or her good faith reliance on the provisions of this Agreement. Indemnification payments (if any) made The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Covered Person Partner otherwise existing at law or in equity, are agreed by the Manager Partners to modify to that extent such other duties and liabilities of such Partner. (e) Whenever in this Agreement a person is permitted or its affiliatesrequired to make a decision (i) in respect his or her “sole discretion,” “sole and absolute discretion” or “discretion” or under a grant of damages for which similar authority or latitude, the person shall be entitled to consider any interests and factors as it desires, including its own interests, or (ii) in its “good faith” or under another express standard, the person shall act under such express standard and to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation be subject to such Covered Person and/or the Manager (any other or its affiliates), as applicable, for such payments. As used in different standards imposed by this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity shall be deemed to include payments made or to be made by or on behalf of the Portfolio Company or other entity Agreement or any successor thereto including, pursuant to an insurance policy other agreement contemplated herein or similar arrangementby relevant provisions of law or in equity or otherwise.

Exculpation and Indemnification. (a) None of the Manager A. The Company shall indemnify any Person who was or liquidator is a party or is threatened to be made a party to any of their partnersthreatened, memberspending or completed action, employeessuit, officersproceeding or investigation, agentswhether civil, directors criminal, investigative or affiliates (eachadministrative, a “Covered Person”) shall be liable and whether external or internal to the Company (other than an action or suit brought by or in the right of the Company), by reason of the fact that such person is or was a Manager, Member, employee or trustee of the Company, or that, such person is or was an Affiliate of a Manager, Member, employee or trustee of the Company, against expenses (including reasonable attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person in connection with such action, suit or proceeding, or any Member for any loss suffered by the Company appeal therein, if such Person acted in good faith and in a manner he, she, or any Member which arises out of any investment it reasonably believed to be in or any other action or omission of such Covered Person unless such Covered Person has been finally adjudicated to have acted with gross negligence or fraud. No Covered Person shall be liable not opposed to the Company or any Member best interests of the Company, and with respect to any criminal action or omission taken proceeding, had no reasonable cause to believe such conduct was unlawful. The termination of any action, suit or suffered proceeding whether by any judgment, order, settlement, conviction, or upon a plea of them nolo contendere or its equivalent shall not, of itself, create a presumption that the Person did not act in good faith if such and in a manner which he, she or it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or omission is taken proceeding, that such Person had reasonable cause to believe that his, her 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). its conduct was unlawful. B. The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or contemplated action or suit brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that he, she or it is or was a Manager, Member, employee or trustee of the Company or is or was an Affiliate of a Manager, Member, employee or trustee of the Company against expenses (including reasonable attorneys' fees) actually and hold harmless reasonably incurred by such Person in connection with the defense, settlement or appeal of such action or suit if such Person acted in good faith and in a manner such Person reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudicated to be liable for gross negligence or willful misconduct in the performance of his, her or its duty to the Company unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Person is fairly and reasonably entitled to be indemnified for such expenses which the court shall deem proper. C. Any indemnification under Sections 6.3.A or 6.3.B hereof (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that the indemnification of the Person in question is proper in the circumstances because that Person has met the applicable standards of conduct set forth in Sections 6.3.A or 6.3.B hereof. Such determination shall be made by the Manager, in its reasonable discretion, upon notice to each Covered of the Members; provided, that if the Investors shall submit a written objection to such Manager’s determination within fifteen (15) Business Days after receipt of such notice, then such determination shall be made by a court of competent jurisdiction. D. To the extent that any Person referred to in Sections 6.3.A or 6.3.B hereof has been successful on the merits or otherwise in defense of any action, suit, proceeding or investigation, or any appeal or in defense of any claim, issue or matter therein, or on appeal from any such proceeding, action, suit, claim or matter, such Person shall be indemnified against all expenses (including reasonable attorneys’ fees) incurred in connection therewith. E. Expenses incurred in any action, suit, proceeding or investigation or any appeal therefrom may be paid by the Company in advance of the final disposition of such matter, as authorized by the Manager in the Manager’s reasonable discretion, upon receipt of an acceptable undertaking by or on behalf of such Person to repay such amount, unless it shall ultimately be determined, as provided herein, that such Person is entitled to indemnification. F. The indemnification provided by this Section 6.3 shall not be deemed exclusive of, and shall not affect, any other rights to which any Person seeking indemnification may be entitled under any law, agreement, or otherwise, and shall continue and inure to the benefit of the heirs, executors and administrators of such a Person. G. The Company may purchase and maintain insurance on behalf of any Person who is or was a Manager, Member, employee or trustee of the Company against any liability asserted against such Person and incurred by him, her or it in any such capacity, or arising out of his, her or its status as such, whether or not the Company would have the power to indemnify such Person against such liability under the provisions of this Section. Such insurance may include "tail" coverage for periods after termination of service in such capacity or after liquidation, merger, consolidation or other change in the Company. H. The Company shall, at its cost and expense, defend with counsel of the Company's choice or approval, any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedingproceeding or investigation, from whether civil, criminal or administrative, and against any loss whether external or expense reasonably suffered or sustained by him or her in connection therewith internal to the Company by reason of the fact that he, she or it is or was the Manager, a partner, member, employee, officer, agent, director acting in any capacity described in Sections 6.3.A or affiliate of the Manager, or a director, officer or employee of the Portfolio Company or any other organization which 6.3.B hereof if he, she or it serves acted in good faith and in a manner reasonably believed to be in or has served as a director, officer or employee at not opposed to the request best interests of the Company or in connection with Company affairs, including without limitation any judgment, settlement, reasonable attorneys’ fees or any other costs or expenses incurred in connection with the defense of any threatened, pending or completed action, suit or proceeding, provided that this indemnity shall not extend to matters as to which the Covered Person has been finally adjudicated in any action suit or proceeding to have acted with gross negligence or fraud. (b) The rights to indemnification and advancement of expenses conferred in this Section 10 shall not be exclusive and shall be in addition to any rights to which any Covered Person may otherwise be entitled or hereafter acquire under any law, statute, rule, regulation, charter document, by-law, contract or agreement. The indemnification obligation of the Company to a Covered Person with respect to any damages shall be reduced by any indemnification payments actually received by criminal action or proceeding, had no reasonable cause to believe such Covered Person from the Portfolio Company or other entity (other than the Manager or its respective affiliates) with respect to the same damages. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Section 10, the Members intend that, to the maximum extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liability. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such payments, but such payments by the Company are not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay the Company to the extent of such duplicative payments. If, notwithstanding the intention of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Section 10, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person that relieved or reduced the obligation of the Portfolio Company or other entity to such Covered Person. Indemnification payments (if any) made to a Covered Person by the Manager (or its affiliates) in respect of damages for which (and to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation to such Covered Person and/or the Manager (or its affiliates), as applicable, for such payments. As used in this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity shall be deemed to include payments made or to be made by or on behalf of the Portfolio Company or other entity or any successor thereto including, pursuant to an insurance policy or similar arrangementconduct was unlawful.

Exculpation and Indemnification. (a) None To the fullest extent permitted by Law, each Member (including the Managing Member), each present and former officer of the Manager or liquidator or any Company, and each present and former Affiliate of a Member, and each of their respective present and former officers, directors, stockholders, partners, members, managers, employees, officersAffiliates, representatives, and agents, directors or affiliates and their respective successors, heirs, and legal and personal representatives (each, a “Covered Person”) shall be liable have no liability to the Company or Company, any Member for any loss suffered by the Company or any Member which arises out of any investment Member, or any other action Person and is hereby exculpated from any liability arising out of or relating to the Company, its business, assets, properties, Subsidiaries, or liabilities or any act or omission performed or omitted by such Covered Person in relation thereto; provided, however, that the foregoing shall not eliminate any Covered Person from liability resulting from fraud, gross negligence, or the willful misconduct of such Covered Person unless such Covered Person has been finally adjudicated to have acted with gross negligence Person, a breach of the express provisions of this Agreement, or frauda bad faith breach of the implied contractual covenant of good faith and fair dealing. No Covered Person Notwithstanding the foregoing, nothing in this Section 6.06 shall be liable deemed to the Company or impose fiduciary duties on any Member with respect to any action (including the Managing Member) or omission taken otherwise modify or suffered limit the standard of care set forth in Section 6.02. (b) To the fullest extent permitted by any of them in good faith if such action or omission is taken or suffered in reliance upon and in accordance with Law, 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). The Company shall indemnify and hold harmless each Covered Person, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, Person from and against any loss and all Claims in which such Covered Person may be involved, or expense reasonably suffered threatened to be involved, as a party, a witness, or sustained otherwise, arising out of or relating to the Company, its business, assets, properties, Subsidiaries, or liabilities or any act or omission performed or omitted by him such Covered Person in relation thereto; provided, however, that no Covered Person shall be entitled to indemnification under this Section 6.06(b) with respect to any Claim to the extent (i) resulting from (A) fraud, gross negligence, or her the willful misconduct of such Covered Person, (B) any breach of the express provisions of this Agreement, or (C) any bad faith breach of the implied contractual covenant of good faith and fair dealing or (ii) initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Managing Member in connection therewith with Claims brought against such Covered Person by reason of Persons that are not the fact that he, she or it is or was the Manager, a partner, member, employee, officer, agent, director or affiliate of the Manager, or a director, officer or employee of the Portfolio Company (or any other organization which he, she of its Subsidiaries) or it serves or has served as a director, officer or employee at the request Affiliates of the Company or any of its Subsidiaries. Expenses incurred by a Covered Person in defending any Claim shall be paid by or on behalf of the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 6.06(b). (c) The Company acknowledges and agrees that the obligation of the Company under this Agreement to indemnify or advance expenses to any Covered Person for the matters covered hereby shall be the primary source of indemnification and advancement for such Covered Person in connection with therewith, and any obligation on the part of any other indemnitor under any other agreement to indemnity or advance expenses to such Covered Person shall be secondary to the Company’s obligation and shall be reduced by any amount that such Covered Person may collect as indemnification or advancement from the Company. Subject to the foregoing, the Company affairsshall be subrogated to the rights of such Covered Person against, and shall be entitled to seek contribution from, any third party, including without limitation any judgmentinsurance company, settlement, reasonable attorneys’ fees that is not an Affiliate of any Member (or any other costs insurance policy covering such Member or expenses incurred in connection with its Affiliates) to recover the defense amount of any threatened, pending such indemnification (or completed action, suit or proceeding, provided that this indemnity shall not extend to matters such portion thereof as to which the Company shall be entitled to contribution) after the Covered Person has shall have been finally adjudicated fully and completely indemnified (whether pursuant to this Agreement or otherwise) in respect of the Claim which gave rise to such indemnification. Any such Covered Person shall fully cooperate with the Company, at the Company’s expense, in its efforts to enforce against any action suit or proceeding such third party the rights to have acted with gross negligence or fraudwhich it is so subrogated. (bd) The rights Company, as an indemnifying party from time to time, agrees that, to the fullest extent permitted by applicable Law, its obligation to indemnify Covered Persons under this Agreement shall apply to any amounts expended by any other indemnitor under any other agreement in respect of indemnification and or advancement of expenses conferred to any Covered Person in this Section 10 shall not be exclusive connection with any Claims to the extent such amounts extended by such other indemnitor are on account of any unpaid indemnity amounts hereunder. (e) The right of any Covered Person to the indemnification provided herein is cumulative of, and shall be in addition to to, any and all rights to which any such Covered Person may otherwise be entitled by Contract or hereafter acquire under as a matter of Law or equity, and extend to such Covered Person’s successors, assigns, and legal representatives. (f) If this Section 6.06 or any lawportion hereof shall be invalidated on any ground by any court of competent jurisdiction or properly constituted arbitration panel, statute, rule, regulation, charter document, by-law, contract or agreement. The indemnification obligation of then the Company to a Covered Person with respect to any damages shall be reduced by any indemnification payments actually received by such Covered Person from the Portfolio Company or other entity (other than the Manager or its respective affiliates) with respect nonetheless, to the same damages. Solely for purposes of clarificationfullest extent permitted by applicable Law, indemnify and without expanding the scope of indemnification hold harmless each Person entitled to be indemnified pursuant to this Section 10, the Members intend that, 6.06 as to liabilities to the maximum full extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liability. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such payments, but such payments by the Company are not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay the Company to the extent of such duplicative payments. If, notwithstanding the intention applicable portion of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Section 10, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person 6.06 that relieved or reduced the obligation of the Portfolio Company or other entity to such Covered Person. Indemnification payments (if any) made to a Covered Person by the Manager (or its affiliates) in respect of damages for which (and to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation to such Covered Person and/or the Manager (or its affiliates), as applicable, for such payments. As used in this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity shall be deemed to include payments made or to be made by or on behalf of the Portfolio Company or other entity or any successor thereto including, pursuant to an insurance policy or similar arrangementhave been invalidated.

Exculpation and Indemnification. (a) None No Member, officer or other authorized agent of the Manager or liquidator or any of their partners, members, employees, officers, agents, directors or affiliates (each, a “Covered Person”) Company shall be liable to the Company or any Member for any loss suffered by the Company or any Member which arises out of any investment Company, or any other action person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person unless person by this Agreement, except that such Covered Person has been finally adjudicated to have acted with gross negligence or fraud. No Covered Person person shall be liable to for any such loss, damage or claim incurred by reason of such person’s willful misfeasance or bad faith. In the event that the Member, or any of its direct or indirect members, partners, managers, directors, officers, stockholders, employees, agents, affiliates or controlling persons, or any officer of the Company or any Member with respect to any action or omission taken or suffered by any of them in good faith if such action or omission is taken or suffered in reliance upon (collectively, the “Indemnified Persons”; and in accordance with the opinion or advice of legal counsel (as to matters of laweach an “Indemnified Person’’), or of accountants (as to matters of accounting)becomes involved, or of investment bankersin any capacity, accounting firms, or other appraisers (as to matters of valuation). The Company shall indemnify and hold harmless each Covered Person, who was or is a party or is threatened to be made a party to in any threatened, pending or completed completed, action, suit proceeding or proceedinginvestigation, from in connection with any matter arising out of or relating to the Company’s business or affairs, to the fullest extent permitted by applicable law, any legal and against other expenses (including the cost of any loss or expense reasonably suffered or sustained investigation and preparation) incurred by him or her such Indemnified Person in connection therewith shall, from time to time, be advanced by reason the Company prior to the final disposition of such action, suit, proceeding or investigation upon receipt by the Company of an undertaking by or on behalf of the fact Indemnified Person to repay such amount if it shall ultimately be determined that he, she or it such Indemnified Person is or was the Manager, a partner, member, employee, officer, agent, director or affiliate of the Manager, or a director, officer or employee of the Portfolio Company or any other organization which he, she or it serves or has served as a director, officer or employee at the request of not entitled to be indemnified by the Company in connection with such action, suit proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, the Company also will indemnify and hold harmless an Indemnified Person against any losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (collectively, “Costs”), to which such an Indemnified Person may become subject in connection with any matter arising out of or in connection with Company the Company’s business or affairs, including without limitation except to the extent that any judgmentsuch Costs result solely from the willful misfeasance or bad faith of such Indemnified Person. If for any reason (other than the willful misfeasance or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, settlementor insufficient to hold it harmless, reasonable attorneys’ fees then the Company shall contribute to the amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any other costs or expenses incurred in connection with relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the defense of any threatened, pending or completed action, suit or proceeding, provided that this indemnity shall not extend to matters as to which the Covered Person has been finally adjudicated in any action suit or proceeding to have acted with gross negligence or fraud. (b) The rights to indemnification and advancement of expenses conferred in Company under this Section 10 shall not be exclusive and shall be in addition to any rights to liability which any Covered Person the Company may otherwise have to any Indemnified Person and shall be entitled or hereafter acquire under binding upon and inure to the benefit of any lawsuccessors, statuteassigns, rule, regulation, charter document, by-law, contract or agreement. The indemnification obligation heirs and personal representatives of the Company to a Covered Person with respect to and any damages shall be reduced by any indemnification payments actually received by such Covered Person from the Portfolio Company or other entity (other than the Manager or its respective affiliates) with respect to the same damages. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Section 10, the Members intend that, to the maximum extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liabilityIndemnified Person. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such paymentsreimbursement, but such payments by the Company are not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay the Company to the extent indemnity and contribution obligations of such duplicative payments. If, notwithstanding the intention of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Section 10, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person that relieved or reduced the obligation of the Portfolio Company or other entity to such Covered Person. Indemnification payments (if any) made to a Covered Person by the Manager (or its affiliates) in respect of damages for which (and to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation to such Covered Person and/or the Manager (or its affiliates), as applicable, for such payments. As used in this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity shall be deemed limited to include payments made or to be made by or the Company’s assets, and no Member shall have any personal liability on behalf account thereof. The foregoing provisions shall survive any termination of the Portfolio Company or other entity or any successor thereto including, pursuant to an insurance policy or similar arrangementthis Agreement.

Exculpation and Indemnification. (a) None Neither the members, the Manager, the directors, their affiliates, nor any person who at any time shall serve, or shall have served, as a director, officer, employee or other agent of any member or any such affiliate and who, in such capacity, shall engage, or shall have engaged, in activities on behalf of the Manager or liquidator or any of their partners, members, employees, officers, agents, directors or affiliates Company (each, a “Covered PersonSpecified Agent”) shall be liable liable, in damages or otherwise, to the Company or to any Member for member for, and neither the Company nor any member shall take any action against such members, their affiliates or any Specified Agent, in respect of any loss suffered by the Company or any Member which arises out of any investment acts or omissions performed or omitted by it pursuant to the authority granted by this Agreement, or otherwise performed on behalf of the Company, if such member, such affiliate, or such Specified Agent, as applicable, in good faith, determined that such course of conduct was in the best interests of the Company. Each member shall look solely to the assets of the Company for return of his, her or its investment, and if the property of the Company remaining after the discharge of the debts and liabilities of the Company is insufficient to return such investment, each member shall have no recourse against the Company, the other members or their affiliates, except as expressly provided herein; provided, however, that the foregoing shall not relieve any member of any fiduciary duty or duty of fair dealing to the other members that it may have under applicable law. (b) In any threatened, pending or completed claim, action, suit or proceeding to which a member, any of such member’s affiliates, or any other action or omission of such Covered Person unless such Covered Person has been finally adjudicated to have acted with gross negligence or fraud. No Covered Person shall be liable to the Company or any Member with respect to any action or omission taken or suffered by any of them in good faith if such action or 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). The Company shall indemnify and hold harmless each Covered Person, who Specified Agent was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, from and against any loss or expense reasonably suffered or sustained by him or her in connection therewith by reason of the fact that he, she or it such person is or was the Manager, a partner, member, employee, officer, agent, director or affiliate engaged in activities on behalf of the Manager, or a director, officer or employee of the Portfolio Company or any other organization which he, she or it serves or has served as a director, officer or employee at the request of the Company or in connection with Company affairsCompany, including without limitation any judgmentaction or proceeding brought under the Securities Act of 1933, settlementas amended, reasonable against a member, any of such member’s affiliates, or any Specified Agent relating to the Company, the Company shall indemnify and hold harmless the members, any such affiliates, and any such Specified Agents against losses, damages, expenses (including attorneys’ fees fees), judgments and amounts paid in settlement actually and reasonably incurred by or any other costs or expenses incurred in connection with the defense of any threatenedsuch claim, pending or completed action, suit or proceeding; provided, provided however, that this indemnity none of the members, any of their affiliates or any Specified Agent shall be indemnified for actions constituting bad faith, willful misconduct, or fraud. Any act or omission by any member, any of such member’s affiliates or any Specified Agent, if done in reliance upon the opinion of independent legal counsel or public accountants selected with reasonable care by such member, such affiliate or such Specified Agent, as applicable, shall not extend to matters as to which constitute bad faith, willful misconduct, or fraud on the Covered Person has been finally adjudicated in any action suit part of such member, affiliate or proceeding to have acted with gross negligence or fraudSpecified Agent. (b) The rights to indemnification and advancement of expenses conferred in this Section 10 shall not be exclusive and shall be in addition to any rights to which any Covered Person may otherwise be entitled or hereafter acquire under any law, statute, rule, regulation, charter document, by-law, contract or agreement. The indemnification obligation of the Company to a Covered Person with respect to any damages shall be reduced by any indemnification payments actually received by such Covered Person from the Portfolio Company or other entity (other than the Manager or its respective affiliates) with respect to the same damages. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Section 10, the Members intend that, to the maximum extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager The termination of any claim, action, suit or proceeding by judgment, order or settlement shall not, of itself, create a presumption that any act or failure to act by a member, such member’s affiliate or any Specified Agent constituted bad faith, willful misconduct or fraud under this Agreement. (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative d) Any such indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liability. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such payments, but such payments by 13 shall be recoverable only out of the assets of the Company are and not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay the Company to the extent of such duplicative payments. If, notwithstanding the intention of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Section 10, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person that relieved or reduced the obligation of the Portfolio Company or other entity to such Covered Person. Indemnification payments (if any) made to a Covered Person by the Manager (or its affiliates) in respect of damages for which (and to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation to such Covered Person and/or the Manager (or its affiliates), as applicable, for such payments. As used in this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity shall be deemed to include payments made or to be made by or on behalf of the Portfolio Company or other entity or any successor thereto including, pursuant to an insurance policy or similar arrangementmembers.

Exculpation and Indemnification. (a) None Notwithstanding any other terms of the Manager this Agreement, whether express or liquidator implied, or any obligation or duty at law or in equity, no Member nor any of their partnersits officers, directors, shareholders, members, partners, employees, officersrepresentatives or agents nor any officer, agentsemployee, directors representative or affiliates agent of the Company or its Affiliates (eachindividually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any other Member for (i) any loss act or omission taken or suffered by such Covered Person in connection with the Company or otherwise in connection with this Agreement, any Member which arises out related document or the matters contemplated hereby or thereby, unless such act or omission resulted from fraud, bad faith, willful misconduct, gross negligence, a violation of applicable securities laws or a willful material uncured breach of this Agreement, the Investment Advisory Agreements, the Fund Partnership Agreements or any related document by such Covered Person, or (ii) any mistake, negligence, dishonesty or bad faith of any investment broker or any other action or omission agent of such Covered Person the Company unless such Covered Person has been finally adjudicated was responsible for the selection or monitoring of such broker or agent and acted in such capacity with gross negligence, and except that nothing herein shall constitute a waiver or limitation of any rights which a Member or the Company may have under applicable securities laws or of any rights under other laws which as a matter of law may not be waived. (b) To the fullest extent permitted by law, the Company shall indemnify and save harmless (but only to have acted the extent of its assets) each Covered Person from and against any and all claims, liabilities, damages, losses, costs and expenses (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated, arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, which relates to or arises out of or in connection with the Company, its property, its business or affairs, including acting as a director or the equivalent of a company any securities of which are or were a Portfolio Investment; provided that a Covered Person shall be entitled to indemnification hereunder only to the extent that such Covered Person’s conduct did not constitute fraud, bad faith, willful misconduct, gross negligence or frauda willful material uncured breach of this Agreement, the Investment Advisory Agreement, the Fund Partnership Agreements or any related document by such Covered Person, and nothing herein shall constitute a waiver or limitation of any rights which a Member or the Company may have under applicable securities laws or of rights under other laws which as a matter of law may not be waived. No To the fullest extent permitted by law, expenses (including legal fees) incurred by a Covered Person in defense or settlement of any claim, demand, action, suit or proceeding may, with the approval of the Management Committee, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of a written undertaking by or on behalf of the Covered Person to repay such amount to the extent that it shall be determined that the Covered Person is not entitled to be indemnified as authorized hereunder. (c) The right of any Covered Person to the indemnification provided herein shall be cumulative of, and in addition to, any and all rights to which such Covered Person may otherwise be entitled by contract or as a matter of law or equity and shall extend to such Covered Person’s successors, assigns and legal representatives. (d) To the extent that, at law or in equity, a Member has duties (including fiduciary duties) and liabilities relating thereto to the Company or to another Member, such Member acting under this Agreement shall not be liable to the Company or any Member with respect to any action such other Member for his or omission taken or suffered by any of them in her good faith if reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Member otherwise existing at law or in equity, are agreed by the Members to modify to that extent such action other duties and liabilities of such Member. (e) Whenever in this Agreement a person is permitted or omission is taken required to make a decision (i) in his or suffered in reliance upon her “sole discretion,” “sole and in accordance with absolute discretion” or “discretion” or under a grant of similar authority or latitude, the opinion or advice of legal counsel (person shall be entitled to consider any interests and factors as to matters of law)it desires, including its own interests, or of accountants (as to matters of accounting)ii) in its “good faith” or under another express standard, or of investment bankers, accounting firms, or other appraisers (as to matters of valuation). The Company the person shall indemnify act under such express standard and hold harmless each Covered Person, who was or is a party or is threatened to shall not be made a party subject to any threatened, pending other or completed action, suit or proceeding, from and against any loss or expense reasonably suffered or sustained different standards imposed by him or her in connection therewith by reason of the fact that he, she or it is or was the Manager, a partner, member, employee, officer, agent, director or affiliate of the Manager, or a director, officer or employee of the Portfolio Company this Agreement or any other organization which he, she agreement contemplated herein or it serves or has served as a director, officer or employee at the request by relevant provisions of the Company law or in connection with Company affairs, including without limitation any judgment, settlement, reasonable attorneys’ fees equity or any other costs or expenses incurred in connection with the defense of any threatened, pending or completed action, suit or proceeding, provided that this indemnity shall not extend to matters as to which the Covered Person has been finally adjudicated in any action suit or proceeding to have acted with gross negligence or fraudotherwise. (b) The rights to indemnification and advancement of expenses conferred in this Section 10 shall not be exclusive and shall be in addition to any rights to which any Covered Person may otherwise be entitled or hereafter acquire under any law, statute, rule, regulation, charter document, by-law, contract or agreement. The indemnification obligation of the Company to a Covered Person with respect to any damages shall be reduced by any indemnification payments actually received by such Covered Person from the Portfolio Company or other entity (other than the Manager or its respective affiliates) with respect to the same damages. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Section 10, the Members intend that, to the maximum extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liability. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such payments, but such payments by the Company are not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay the Company to the extent of such duplicative payments. If, notwithstanding the intention of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Section 10, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person that relieved or reduced the obligation of the Portfolio Company or other entity to such Covered Person. Indemnification payments (if any) made to a Covered Person by the Manager (or its affiliates) in respect of damages for which (and to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation to such Covered Person and/or the Manager (or its affiliates), as applicable, for such payments. As used in this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity shall be deemed to include payments made or to be made by or on behalf of the Portfolio Company or other entity or any successor thereto including, pursuant to an insurance policy or similar arrangement.

Exculpation and Indemnification. (a) None Neither the members, the Manager, the directors, their affiliates, nor any person who at any time shall serve, or shall have served, as a director, officer, employee or other agent of any member or any such affiliate and who, in such capacity, shall engage, or shall have engaged, in activities on behalf of the Manager or liquidator or any of their partners, members, employees, officers, agents, directors or affiliates Company (each, a “Covered PersonSpecified Agent”) shall be liable liable, in damages or otherwise, to the Company or to any Member for member for, and neither the Company nor any member shall take any action against such members, their affiliates or any Specified Agent, in respect of any loss suffered by the Company or any Member which arises out of any investment acts or omissions performed or omitted by it pursuant to the authority granted by this Agreement, or otherwise performed on behalf of the Company, if such member, such affiliate, or such Specified Agent, as applicable, in good faith, determined that such course of conduct was in the best interests of the Company. Each member shall look solely to the assets of the Company for return of his, her or its investment, and if the property of the Company remaining after the discharge of the debts and liabilities of the Company is insufficient to return such investment, each member shall have no recourse against the Company, the other members or their affiliates, except as expressly provided herein; provided, however, that the foregoing shall not relieve any member of any fiduciary duty or duty of fair dealing to the other members that it may have under applicable law. (b) In any threatened, pending or completed claim, action, suit or proceeding to which a member, any of such member’s affiliates, or any other action or omission of such Covered Person unless such Covered Person has been finally adjudicated to have acted with gross negligence or fraud. No Covered Person shall be liable to the Company or any Member with respect to any action or omission taken or suffered by any of them in good faith if such action or 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). The Company shall indemnify and hold harmless each Covered Person, who Specified Agent was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, from and against any loss or expense reasonably suffered or sustained by him or her in connection therewith by reason of the fact that he, she or it such person is or was the Manager, a partner, member, employee, officer, agent, director or affiliate engaged in activities on behalf of the Manager, or a director, officer or employee of the Portfolio Company or any other organization which he, she or it serves or has served as a director, officer or employee at the request of the Company or in connection with Company affairsCompany, including without limitation any judgmentaction or proceeding brought under the Securities Act of 1933, settlementas amended, reasonable against a member, any of such member’s affiliates, or any Specified Agent relating to the Company, the Company shall indemnify and hold harmless the members, any such affiliates, and any such Specified Agents against losses, damages, expenses (including attorneys’ fees fees), judgments and amounts paid in settlement actually and reasonably incurred by or any other costs or expenses incurred in connection with the defense of any threatenedsuch claim, pending or completed action, suit or proceeding; provided, provided however, that this indemnity none of the members, any of their affiliates or any Specified Agent shall be indemnified for actions constituting bad faith, willful misconduct, or fraud. Any act or omission by any member, any of such member’s affiliates or any Specified Agent, if done in reliance upon the opinion of independent legal counsel or public accountants selected with reasonable care by such member, such affiliate or such Specified Agent, as applicable, shall not extend to matters as to which constitute bad faith, willful misconduct, or fraud on the Covered Person has been finally adjudicated in any action suit part of such member, affiliate or proceeding to have acted with gross negligence or fraudSpecified Agent. (b) The rights to indemnification and advancement of expenses conferred in this Section 10 shall not be exclusive and shall be in addition to any rights to which any Covered Person may otherwise be entitled or hereafter acquire under any law, statute, rule, regulation, charter document, by-law, contract or agreement. The indemnification obligation of the Company to a Covered Person with respect to any damages shall be reduced by any indemnification payments actually received by such Covered Person from the Portfolio Company or other entity (other than the Manager or its respective affiliates) with respect to the same damages. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Section 10, the Members intend that, to the maximum extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager The termination of any claim, action, suit or proceeding by judgment, order or settlement shall not, of itself, create a presumption that any act or failure to act by a member, such member’s affiliate or any Specified Agent constituted bad faith, willful misconduct or fraud under this Agreement. (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative d) Any such indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liability. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such payments, but such payments by 14 shall be recoverable only out of the assets of the Company are and not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay the Company to the extent of such duplicative payments. If, notwithstanding the intention of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Section 10, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person that relieved or reduced the obligation of the Portfolio Company or other entity to such Covered Person. Indemnification payments (if any) made to a Covered Person by the Manager (or its affiliates) in respect of damages for which (and to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation to such Covered Person and/or the Manager (or its affiliates), as applicable, for such payments. As used in this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity shall be deemed to include payments made or to be made by or on behalf of the Portfolio Company or other entity or any successor thereto including, pursuant to an insurance policy or similar arrangementmembers.

Exculpation and Indemnification. (a) None To the fullest extent permitted by Law, each Member (including the Managing Member), each present and former officer of the Manager or liquidator or any Company, and each present and former Affiliate of a Member, and each of their respective present and former officers, directors, stockholders, partners, members, managers, employees, officersAffiliates, representatives, and agents, directors or affiliates and their respective successors, heirs, and legal and personal representatives (each, a “Covered Person”) shall be liable have no liability to the Company or Company, any Member for any loss suffered by the Company or any Member which arises out of any investment Member, or any other action Person and is hereby exculpated from any liability arising out of or relating to the Company, its business, assets, properties, subsidiaries, or liabilities or any act or omission performed or omitted by such Covered Person in relation thereto; provided, however, that the foregoing shall not eliminate any Covered Person from liability resulting from fraud, gross negligence, or the willful misconduct of such Covered Person unless such Covered Person has been finally adjudicated to have acted with gross negligence Person, a breach of the express provisions this Agreement, or frauda bad faith breach of the implied contractual covenant of good faith and fair dealing. No Covered Person Notwithstanding the foregoing, nothing in this Section 6.08 shall be liable deemed to the Company or impose fiduciary duties on any Member with respect to any action or omission taken otherwise modify or suffered limit the standard of care set forth in Section 6.02. (b) To the fullest extent permitted by any of them in good faith if such action or omission is taken or suffered in reliance upon and in accordance with Law, 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). The Company shall indemnify and hold harmless each Covered Person, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, Person from and against any loss and all Claims in which such Covered Person may be involved, or expense reasonably suffered threatened to be involved, as a party or sustained otherwise, arising out of or relating to the Company, its business, assets, properties, subsidiaries, or liabilities or any act or omission performed or omitted by him such Covered Person in relation thereto; provided, however, that no Covered Person shall be entitled to indemnification under this Section 6.08(b) with respect to any Claim to the extent (i) resulting from fraud, gross negligence, or her in connection therewith by reason the willful misconduct of such Covered Person, a breach of the fact that he, she or it is or was the Manager, a partner, member, employee, officer, agent, director or affiliate express provisions of the Managerthis Agreement, or a director, officer or employee bad faith breach of the Portfolio implied contractual covenant of good faith and fair dealing or (ii) initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Managing Member in connection with Claims brought against such Covered Person by Persons that are not the Company (or any other organization which he, she of its subsidiaries) or it serves or has served as a director, officer or employee at the request Affiliates of the Company or any of its subsidiaries. Expenses incurred by a Covered Person in defending any Claim shall be paid by or on behalf of the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 6.08(b). (c) The Company acknowledges and agrees that the obligation of the Company under this Agreement to indemnify or advance expenses to any Covered Person for the 953901.04-WILSR01A - MSW matters covered hereby shall be the primary source of indemnification and advancement for such Covered Person in connection with therewith, and any obligation on the part of any other indemnitor under any other agreement to indemnity or advance expenses to such Covered Person shall be secondary to the Company’s obligation and shall be reduced by any amount that such Covered Person may collect as indemnification or advancement from the Company. Subject to the foregoing, the Company affairsshall be subrogated to the rights of such Covered Person against, and shall be entitled to seek contribution from, any third party, including without limitation any judgmentinsurance company, settlement, reasonable attorneys’ fees that is not an Affiliate of any Member (or any other costs insurance policy covering such Member or expenses incurred in connection with its Affiliates) to recover the defense amount of any threatened, pending such indemnification (or completed action, suit or proceeding, provided that this indemnity shall not extend to matters such portion thereof as to which the Company shall be entitled to contribution) after the Covered Person has shall have been finally adjudicated fully and completely indemnified (whether pursuant to this Agreement or otherwise) in respect of the Claim which gave rise to such indemnification. Any such Covered Person shall fully cooperate with the Company, at the Company’s expense, in its efforts to enforce against any action suit or proceeding such third party the rights to have acted with gross negligence or fraudwhich it is so subrogated. (bd) The rights Company, as an indemnifying party from time to time, agrees that, to the fullest extent permitted by applicable Law, its obligation to indemnify Covered Persons under this Agreement shall apply to any amounts expended by any other indemnitor under any other agreement in respect of indemnification and or advancement of expenses conferred to any Covered Person in this Section 10 shall not be exclusive connection with any Claims to the extent such amounts extended by such other indemnitor are on account of any unpaid indemnity amounts hereunder. (e) The right of any Covered Person to the indemnification provided herein is cumulative of, and shall be in addition to to, any and all rights to which any such Covered Person may otherwise be entitled or hereafter acquire under any law, statute, rule, regulation, charter document, by-law, by contract or agreement. The indemnification obligation as a matter of Law or equity, and extend to such Covered Person’s successors, assigns, and legal representatives. (f) If this Section 6.08 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction or properly constituted arbitration panel, then the Company to a Covered Person with respect to any damages shall be reduced by any indemnification payments actually received by such Covered Person from the Portfolio Company or other entity (other than the Manager or its respective affiliates) with respect nonetheless, to the same damages. Solely for purposes of clarificationfullest extent permitted by applicable Law, indemnify and without expanding the scope of indemnification hold harmless each Person entitled to be indemnified pursuant to this Section 10, the Members intend that, 6.08 as to liabilities to the maximum full extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liability. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such payments, but such payments by the Company are not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay the Company to the extent of such duplicative payments. If, notwithstanding the intention applicable portion of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Section 10, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person 6.08 that relieved or reduced the obligation of the Portfolio Company or other entity to such Covered Person. Indemnification payments (if any) made to a Covered Person by the Manager (or its affiliates) in respect of damages for which (and to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation to such Covered Person and/or the Manager (or its affiliates), as applicable, for such payments. As used in this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity shall be deemed to include payments made or to be made by or on behalf of the Portfolio Company or other entity or any successor thereto including, pursuant to an insurance policy or similar arrangementhave been invalidated.

Exculpation and Indemnification. (a) None In the absence of fraud, willful misconduct or gross negligence by the Manager or liquidator Member or any of Officer, or their partnersrespective officers, directors, stockholders, members, employeespartners and other affiliates, officersand any other person who serves at the request of such Member or Officer on behalf of the Company as an officer, agentsdirector, directors partner, employee or affiliates agent of any other entity (eachcollectively, a an “Covered Indemnified Person”) ), and provided such Indemnified Person shall be liable to the Company or any Member for any loss suffered by the Company or any Member which arises out of any investment or any other action or omission of such Covered Person unless such Covered Person has been finally adjudicated to have acted in good faith consistent with gross negligence or fraud. No Covered applicable law and the provisions of this Agreement, no Indemnified Person shall be liable to the Member or the Company in connection with any of the transactions contemplated by this Agreement or otherwise (i) for any mistake in judgment, (ii) for any action or inaction taken or omitted, or (iii) for any loss due to the mistake, action, inaction or negligence of any broker or other agent that is not an Indemnified Person or the dishonesty, fraud or bad faith of any broker or other agent selected and monitored in good faith and with reasonable care. To the fullest extent permitted by applicable law, the Company shall indemnify each Indemnified Person and hold such Indemnified Person harmless against any loss, damage or claim incurred by such Indemnified Person by reason of any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Person by this Agreement or otherwise, except that no Indemnified Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by the Member or any Member Officer by reason of fraud, willful misconduct or gross negligence with respect to any action such acts or omission taken or suffered by any of them in good faith if such action or 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). The Company shall indemnify and hold harmless each Covered Person, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, from and against any loss or expense reasonably suffered or sustained by him or her in connection therewith by reason of the fact that he, she or it is or was the Manager, a partner, member, employee, officer, agent, director or affiliate of the Manager, or a director, officer or employee of the Portfolio Company or any other organization which he, she or it serves or has served as a director, officer or employee at the request of the Company or in connection with Company affairs, including without limitation any judgment, settlement, reasonable attorneys’ fees or any other costs or expenses incurred in connection with the defense of any threatened, pending or completed action, suit or proceeding, omissions; provided that this any indemnity shall not extend to matters as to which the Covered Person has been finally adjudicated in any action suit or proceeding to have acted with gross negligence or fraud. (b) The rights to indemnification and advancement of expenses conferred in this Section 10 shall not be exclusive and shall be in addition to any rights to which any Covered Person may otherwise be entitled or hereafter acquire under any law, statute, rule, regulation, charter document, by-law, contract or agreement. The indemnification obligation of the Company to a Covered Person with respect to any damages shall be reduced by any indemnification payments actually received by such Covered Person from the Portfolio Company or other entity (other than the Manager or its respective affiliates) with respect to the same damages. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Section 10, the Members intend that, to the maximum extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liability. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such payments, but such payments by the Company are not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person 6.02 shall repay the Company be provided out of and to the extent of such duplicative paymentsCompany assets only, and no Member shall have personal liability on account thereof. If, notwithstanding the intention The foregoing provisions of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result 6.02 shall survive any termination of payments made by the Company pursuant to this Section 10, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person that relieved or reduced the obligation of the Portfolio Company or other entity to such Covered Person. Indemnification payments (if any) made to a Covered Person by the Manager (or its affiliates) in respect of damages for which (and to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation to such Covered Person and/or the Manager (or its affiliates), as applicable, for such payments. As used in this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity shall be deemed to include payments made or to be made by or on behalf of the Portfolio Company or other entity or any successor thereto including, pursuant to an insurance policy or similar arrangementAgreement.

Exculpation and Indemnification. (a) None Neither the Partners, the General Partner, the directors, their affiliates, nor any person who at any time shall serve, or shall have served, as a director, officer, employee or other agent of any member or any such affiliate and who, in such capacity, shall engage, or shall have engaged, in activities on behalf of the Manager or liquidator or any of their partners, members, employees, officers, agents, directors or affiliates Partnership (each, a “Covered PersonSpecified Agent”) shall be liable liable, in damages or otherwise, to the Company Partnership or to any Partner for, and neither the Partnership nor any Partner shall take any action against such Partners, their affiliates or any Member for Specified Agent, in respect of any loss suffered by the Company or any Member which arises out of any investment acts or omissions performed or omitted by it pursuant to the authority granted by this Agreement, or otherwise performed on behalf of the Partnership, if such Partner, such affiliate, or such Specified Agent, as applicable, in good faith, determined that such course of conduct was in the best interests of the Partnership. Each Partner shall look solely to the assets of the Partnership for return of his, her or its investment, and if the property of the Partnership remaining after the discharge of the debts and liabilities of the Partnership is insufficient to return such investment, each Partner shall have no recourse against the Partnership, the other Partners or their affiliates, except as expressly provided herein; provided, however, that the foregoing shall not relieve any Partner of any fiduciary duty or duty of fair dealing to the other Partners that it may have under applicable law. (b) In any threatened, pending or completed claim, action, suit or proceeding to which a Partner, any of such Partner’s affiliates, or any other action or omission of such Covered Person unless such Covered Person has been finally adjudicated to have acted with gross negligence or fraud. No Covered Person shall be liable to the Company or any Member with respect to any action or omission taken or suffered by any of them in good faith if such action or 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). The Company shall indemnify and hold harmless each Covered Person, who Specified Agent was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, from and against any loss or expense reasonably suffered or sustained by him or her in connection therewith by reason of the fact that he, she or it such person is or was the Manager, a partner, member, employee, officer, agent, director or affiliate engaged in activities on behalf of the Manager, or a director, officer or employee of the Portfolio Company or any other organization which he, she or it serves or has served as a director, officer or employee at the request of the Company or in connection with Company affairsPartnership, including without limitation any judgmentaction or proceeding brought under the Securities Act of 1933, settlementas amended, reasonable against a Partner, any of such Partner’s affiliates, or any Specified Agent relating to the Partnership, the Partnership shall indemnify and hold harmless the Partners, any such affiliates, and any such Specified Agents against losses, damages, expenses (including attorneys’ fees fees), judgments and amounts paid in settlement actually and reasonably incurred by or any other costs or expenses incurred in connection with the defense of any threatenedsuch claim, pending or completed action, suit or proceeding; provided, provided however, that this indemnity none of the Partners, any of their affiliates or any Specified Agent shall be indemnified for actions constituting bad faith, willful misconduct, or fraud. Any act or omission by any Partner, any of such Partner’s affiliates or any Specified Agent, if done in reliance upon the opinion of independent legal counsel or public accountants selected with reasonable care by such Partner, such affiliate or such Specified Agent, as applicable, shall not extend to matters as to which constitute bad faith, willful misconduct, or fraud on the Covered Person has been finally adjudicated in any action suit part of such Partner, affiliate or proceeding to have acted with gross negligence or fraudSpecified Agent. (b) The rights to indemnification and advancement of expenses conferred in this Section 10 shall not be exclusive and shall be in addition to any rights to which any Covered Person may otherwise be entitled or hereafter acquire under any law, statute, rule, regulation, charter document, by-law, contract or agreement. The indemnification obligation of the Company to a Covered Person with respect to any damages shall be reduced by any indemnification payments actually received by such Covered Person from the Portfolio Company or other entity (other than the Manager or its respective affiliates) with respect to the same damages. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Section 10, the Members intend that, to the maximum extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager The termination of any claim, action, suit or proceeding by judgment, order or settlement shall not, of itself, create a presumption that any act or failure to act by a Partner, such Partner’s affiliate or any Specified Agent constituted bad faith, willful misconduct or fraud under this Agreement. (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative d) Any such indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liability. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such payments, but such payments by 14 shall be recoverable only out of the Company are assets of the Partnership and not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay the Company to the extent of such duplicative payments. If, notwithstanding the intention of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Section 10, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person that relieved or reduced the obligation of the Portfolio Company or other entity to such Covered Person. Indemnification payments (if any) made to a Covered Person by the Manager (or its affiliates) in respect of damages for which (and to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation to such Covered Person and/or the Manager (or its affiliates), as applicable, for such payments. As used in this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity shall be deemed to include payments made or to be made by or on behalf of the Portfolio Company or other entity or any successor thereto including, pursuant to an insurance policy or similar arrangementPartners.

Exculpation and Indemnification. (a) None No Manager, Member or Officer or other authorized agent of the Manager or liquidator or any of their partners, members, employees, officers, agents, directors or affiliates (each, a “Covered Person”) Company shall be liable to the Company or any Member for any loss suffered by the Company or any Member which arises out of any investment Company, or any other action person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person unless person by this Agreement, except that such Covered Person has been finally adjudicated to have acted with gross negligence or fraud. No Covered Person person shall be liable to for any such loss, damage or claim incurred by reason of such person’s willful misfeasance or bad faith. In the Company event that any Member, or any Member with respect to of its direct or indirect partners, members, stockholders, other equity owners or controlling persons, or any action directors, managing directors, managers (including any Manager), officers (including any Officer), employees, agents, trustees, incorporators, organizers, affiliates or omission taken or suffered by controlling persons of any of them in good faith if such action or omission is taken or suffered in reliance upon the foregoing (collectively, the “Indemnified Persons”; and in accordance with the opinion or advice of legal counsel (as to matters of laweach an “Indemnified Person”), or of accountants (as to matters of accounting)becomes involved, or of investment bankersin any capacity, accounting firms, or other appraisers (as to matters of valuation). The Company shall indemnify and hold harmless each Covered Person, who was or is a party or is threatened to be made a party to in any threatened, pending or completed completed, action, suit proceeding or proceedinginvestigation, from in connection with any matter arising out of or relating to the Company’s business or affairs, to the fullest extent permitted by applicable law, any legal and against other expenses (including the cost of any loss or expense reasonably suffered or sustained investigation and preparation) incurred by him or her such Indemnified Person in connection therewith shall, from time to time, be advanced by reason the Company prior to the final disposition of such action, suit, proceeding or investigation upon receipt by the Company of an undertaking by or on behalf of the fact Indemnified Person to repay such amount if it shall ultimately be determined that he, she or it such Indemnified Person is or was the Manager, a partner, member, employee, officer, agent, director or affiliate of the Manager, or a director, officer or employee of the Portfolio Company or any other organization which he, she or it serves or has served as a director, officer or employee at the request of not entitled to be indemnified by the Company in connection with such action, suit proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, the Company also will indemnify and hold harmless an Indemnified Person against any losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (collectively, “Costs”), to which such an Indemnified Person may become subject in connection with any matter arising out of or in connection with Company the Company’s business or affairs, including without limitation except to the extent that any judgmentsuch Costs result solely from the willful misfeasance or bad faith of such Indemnified Person. If for any reason (other than the willful misfeasance or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, settlementor insufficient to hold it harmless, reasonable attorneys’ fees then the Company shall contribute to the amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any other costs or expenses incurred in connection with relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the defense of any threatened, pending or completed action, suit or proceeding, provided that this indemnity shall not extend to matters as to which the Covered Person has been finally adjudicated in any action suit or proceeding to have acted with gross negligence or fraud. (b) The rights to indemnification and advancement of expenses conferred in Company under this Section 10 shall not be exclusive and 12 shall be in addition to any rights to liability which any Covered Person the Company may otherwise have to any Indemnified Person and shall be entitled or hereafter acquire under binding upon and inure to the benefit of any lawsuccessors, statuteassigns, rule, regulation, charter document, by-law, contract or agreement. The indemnification obligation heirs and personal representatives of the Company to a Covered Person with respect to and any damages shall be reduced by any indemnification payments actually received by such Covered Person from the Portfolio Company or other entity (other than the Manager or its respective affiliates) with respect to the same damages. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Section 10, the Members intend that, to the maximum extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liabilityIndemnified Person. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such paymentsreimbursement, but such payments by the Company are not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay the Company to the extent indemnity and contribution obligations of such duplicative payments. If, notwithstanding the intention of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Section 10, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person that relieved or reduced the obligation of the Portfolio Company or other entity to such Covered Person. Indemnification payments (if any) made to a Covered Person by the Manager (or its affiliates) in respect of damages for which (and to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation to such Covered Person and/or the Manager (or its affiliates), as applicable, for such payments. As used in this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity 12 shall be deemed limited to include payments made or to be made by or the Company’s assets, and no Member shall have any personal liability on behalf account thereof. The foregoing provisions shall survive any termination of the Portfolio Company or other entity or any successor thereto including, pursuant to an insurance policy or similar arrangementthis Agreement.

Exculpation and Indemnification. (a) None The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or investigation, whether civil, criminal, investigative or administrative, and whether external or internal to the Company (other than an action or suit brought by or in the right of the Company), by reason of the fact that such person is or was a Manager, Member, employee or trustee of the Company, or that, such person is or was an Affiliate of the Manager (including any partner, member, officer, director, shareholder, agent, advisor, or legal representative of the Manager or liquidator its Affiliates), Member, employee or trustee of the Company, against expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person in connection with such action, suit or proceeding, or any of their partnersappeal therein, membersif such Person acted in good faith and in a manner he, employeesshe, officers, agents, directors or affiliates (each, a “Covered Person”) shall it reasonably believed to be liable in or not opposed to the Company or any Member for any loss suffered by best interests of the Company or any Member which arises out of any investment or any other action or omission of such Covered Person unless such Covered Person has been finally adjudicated to have acted with gross negligence or fraud. No Covered Person shall be liable to the Company or any Member Company, and with respect to any criminal action or omission taken proceeding, had no reasonable cause to believe such conduct was unlawful. The termination of any action, suit or suffered proceeding whether by any judgment, order, settlement, conviction, or upon a plea of them nolo contendere or its equivalent shall not, of itself, create a presumption that the Person did not act in good faith if such and in a manner which he, she or it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or omission is taken proceeding, that such Person had reasonable cause to believe that his, her 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). its conduct was unlawful. b) The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that he, she or it is or was a Manager, Member, employee or trustee of the Company or is or was an Affiliate of a Manager (including any partner, member, officer, director, shareholder, agent, advisor, or legal representative of the Manager or its Affiliates), Member, employee or trustee of the Company against expenses (including reasonable attorneys’ fees) actually and hold harmless reasonably incurred by such Person in connection with the defense, settlement or appeal of such action or suit if such Person acted in good faith and in a manner such Person reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudicated to be liable for gross negligence or willful misconduct in the performance of his, her or its duty to the Company unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Person is fairly and reasonably entitled to be indemnified for such expenses which the court shall deem proper. c) Any indemnification under Sections 5.03(a) or 5.03(b) hereof (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that the indemnification of the Person in question is proper in the circumstances because that Person has met the applicable standards of conduct set forth in Sections 5.03(a) or 5.03(b) hereof. Such determination shall be made by the Manager, in its reasonable discretion, upon notice to each Covered of the Members; provided, that if the Preferred Members jointly submit a written objection to such Manager’s determination within fifteen (15) business days after receipt of such notice, then such determination shall be made by a court of competent jurisdiction. d) To the extent that any Person referred to in Sections 5.03(a) or 5.03(b) hereof has been successful on the merits or otherwise in defense of any action, suit, proceeding or investigation, or any appeal or in defense of any claim, issue or matter therein, or on appeal from any such proceeding, action, suit, claim or matter, such Person shall be indemnified against all expenses (including reasonable attorneys’ fees) incurred in connection therewith. e) Expenses incurred in any action, suit, proceeding or investigation or any appeal therefrom may be paid by the Company in advance of the final disposition of such matter, as authorized by the Manager in the Manager’s reasonable discretion, upon receipt of an acceptable undertaking by or on behalf of such Person to repay such amount, unless it shall ultimately be determined, as provided herein, that such Person is entitled to indemnification. f) The indemnification provided by this Section 5.03 shall not be deemed exclusive of, and shall not affect, any other rights to which any Person seeking indemnification may be entitled under any law, agreement, or otherwise, and shall continue and inure to the benefit of the heirs, executors and administrators of such a Person. g) The Company may purchase and maintain insurance on behalf of any Person who is or was a Manager, Member, employee or trustee of the Company against any liability asserted against such Person and incurred by him, her or it in any such capacity, or arising out of his, her or its status as such, whether or not the Company would have the power to indemnify such Person against such liability under the provisions of this Section. Such insurance may include “tail” coverage for periods after termination of service in such capacity or after liquidation, merger, consolidation or other change in the Company. h) The Company shall, at its cost and expense, defend with counsel of the Company’s choice or approval, any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedingproceeding or investigation, from whether civil, criminal or administrative, and against any loss whether external or expense reasonably suffered or sustained by him or her in connection therewith internal to the Company by reason of the fact that he, she or it is or was the Manager, a partner, member, employee, officer, agent, director acting in any capacity described in Sections 5.03(a) or affiliate of the Manager, or a director, officer or employee of the Portfolio Company or any other organization which 5.03(b) hereof if he, she or it serves acted in good faith and in a manner reasonably believed to be in or has served as a director, officer or employee at not opposed to the request best interests of the Company or in connection with Company affairs, including without limitation any judgment, settlement, reasonable attorneys’ fees or any other costs or expenses incurred in connection with the defense of any threatened, pending or completed action, suit or proceeding, provided that this indemnity shall not extend to matters as to which the Covered Person has been finally adjudicated in any action suit or proceeding to have acted with gross negligence or fraud. (b) The rights to indemnification and advancement of expenses conferred in this Section 10 shall not be exclusive and shall be in addition to any rights to which any Covered Person may otherwise be entitled or hereafter acquire under any law, statute, rule, regulation, charter document, by-law, contract or agreement. The indemnification obligation of the Company to a Covered Person with respect to any damages shall be reduced by any indemnification payments actually received by criminal action or proceeding, had no reasonable cause to believe such Covered Person from the Portfolio Company or other entity (other than the Manager or its respective affiliates) with respect to the same damages. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Section 10, the Members intend that, to the maximum extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liability. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such payments, but such payments by the Company are not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay the Company to the extent of such duplicative payments. If, notwithstanding the intention of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Section 10, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person that relieved or reduced the obligation of the Portfolio Company or other entity to such Covered Person. Indemnification payments (if any) made to a Covered Person by the Manager (or its affiliates) in respect of damages for which (and to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation to such Covered Person and/or the Manager (or its affiliates), as applicable, for such payments. As used in this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity shall be deemed to include payments made or to be made by or on behalf of the Portfolio Company or other entity or any successor thereto including, pursuant to an insurance policy or similar arrangementconduct was unlawful.

Exculpation and Indemnification. (a) None of the Manager or liquidator or any of their partners, members, employees, officers, agents, directors or affiliates (each, a “Covered Person”) 8.4.1. The Class A Member shall not be held liable to the Company or to any Member for any loss suffered by the Company or any Member which arises out of any investment or any other action or omission of such Covered Person unless such Covered Person has been finally adjudicated to have acted with loss is caused by the Class A Member’s gross negligence negligence, willful misconduct or fraudviolation of law. No Covered Person The Class A Member shall not be liable to for errors in judgment or for any acts or omissions that do not constitute gross negligence, willful and wanton misconduct or violation of law. The Class A Member may consult with counsel and accountants in respect of Company affairs and, provided the Company or any Class A Member with respect to any action or omission taken or suffered by any of them acts in good faith if reliance upon the advice or opinion of such action counsel or omission is taken or accountants, the Class A Member shall not be liable for any loss suffered by the Company in reliance upon thereon. 8.4.2. Subject to the limitations and conditions as provided in accordance with the opinion or advice of legal counsel (as to matters of law)this Section 8.4, or of accountants (as to matters of accounting), or of investment bankers, accounting firms, or other appraisers (as to matters of valuation). The Company shall indemnify and hold harmless each Covered Person, Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, from and against whether civil, criminal, administrative, arbitrative (hereinafter a “Proceeding”), or any loss appeal in such a Proceeding or expense reasonably suffered any inquiry or sustained by him or her in connection therewith investigation that could lead to such a Proceeding, by reason of the fact that hehe or she, or a Person of whom he or she or it is the legal representative, is or was the Manager, a partner, member, employee, officer, agent, director or affiliate Class A Member of the Manager, Company or a director, officer officer, employee or employee agent of the Portfolio Class A Member, or while a Class A Member of the Company or any other organization which he, she or it serves or has served as a director, officer officer, employee or employee agent of the Class A Member, is or was serving at the request of the Company as a Class A Member, director, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Company to the fullest extent permitted by the Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorneys’ fees) actually incurred by such Person in connection with such Proceeding, and indemnification under this Section 8.4 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 8.4 shall be deemed contract rights, and no amendment, modification or repeal of this Section 8.4 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Section 8.4 could involve indemnification for negligence or under theories of strict liability. 8.4.3. The right to indemnification conferred in this Section 8.4 shall include the right to be paid or reimbursed by the Company affairs, including without limitation any judgment, settlement, reasonable attorneys’ fees or any other costs or the expenses incurred by a Person of the type entitled to be indemnified under Section 8.4.2. who was, is or is threatened to be made a named defendant or respondent in connection with a Proceeding in advance of the defense final disposition of the Proceeding and without any threatened, pending or completed action, suit or proceeding, provided that this indemnity shall not extend to matters determination as to which the Covered Person’s ultimate entitlement to indemnification. Upon request, the Company shall pay such expenses incurred and to be incurred by any such Person has been finally adjudicated in any action suit advance of the final disposition of a Proceeding, upon receipt of an undertaking by such Person to repay all amounts so advanced if it shall ultimately be determined that such Person is not entitled to be indemnified under this Section 8.4 or proceeding to have acted with gross negligence or fraudotherwise. (b) 8.4.4. The rights right to indemnification and the advancement and payment of expenses conferred in this Section 10 8.4 shall not be exclusive and shall be in addition to of any rights to other right which any Covered a Person may otherwise be entitled have or hereafter acquire under any lawlaw (common or statutory), statuteprovision of the Certificate or this Agreement, rule, regulation, charter document, by-law, contract vote of Members or agreementdisinterested Class A Member or otherwise. 8.4.5. The indemnification obligation Company may purchase and maintain insurance, at its expense, to protect itself and any Member (or director, officer, employee or agent of the Class A Member), or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any amounts entitled to a Covered be indemnified whether or not the Company would have the power to indemnify such Person with respect to against such expense, liability or loss under this Section 8.4. 8.4.6. If this Section 8.4 or any damages portion hereof shall be reduced invalidated on any ground by any indemnification payments actually received by such Covered court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless the Class A Member or any other Person from the Portfolio Company or other entity (other than the Manager or its respective affiliates) with respect to the same damages. Solely for purposes of clarification, and without expanding the scope of indemnification indemnified pursuant to this Section 10, the Members intend that, 8.4 as to any amounts entitled to be indemnified under Section 8.4.2. to the maximum full extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liability. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such payments, but such payments by the Company are not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay the Company to the extent of such duplicative payments. If, notwithstanding the intention applicable portion of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Section 10, the Company 8.4 that shall have, not have been invalidated and to the maximum fullest extent permitted by applicable law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person that relieved or reduced the obligation of the Portfolio Company or other entity to such Covered Person. Indemnification payments (if any) made to a Covered Person by the Manager (or its affiliates) in respect of damages for which (and to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation to such Covered Person and/or the Manager (or its affiliates), as applicable, for such payments. As used in this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity shall be deemed to include payments made or to be made by or on behalf of the Portfolio Company or other entity or any successor thereto including, pursuant to an insurance policy or similar arrangement.

Exculpation and Indemnification. (a) None of To the Manager or liquidator or any of their partnersfullest extent permitted by the Act and, members, employees, officers, agents, directors or affiliates (each, a “Covered Person”) shall be liable to the Company or any Member for any loss suffered extent required by the Company or any Member which arises out of any investment or any other action or omission of such Covered Person unless such Covered Person has been finally adjudicated to have acted with gross negligence or fraud. No Covered Person shall be liable to Act, the Company or any Member with respect to any action or omission taken or suffered by any of them in good faith if such action or 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). The Company shall indemnify and hold harmless each Covered Person, any person who was or is a party member, officer or is threatened manager of the Company from and against any and all liability, loss suffered and expenses (including counsel fees and disbursements), judgments, fines (including excise taxes assessed on a person with respect to an employee benefit plan), and amounts paid in settlement that may be made imposed upon or incurred by him in connection with, or as a party to result of, any threatened, pending pending, or completed action, suit or proceeding, from and against any loss whether civil, criminal, administrative or expense reasonably suffered investigative (whether or sustained not by him or her in connection therewith the right of the Company), in which he is or may become involved, as a party, witness or otherwise, by reason of the fact that he, she or it he is or was the Manager, a partner, member, employee, officer, agent, director or affiliate of the Manager, or a director, officer or employee manager of the Portfolio Company or any other organization which heor, she or it serves or has served as while a directormember, officer or employee manager of the Company, is or was serving at the request of the Company as an officer, director, incorporator, employee, partner, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise (including an employee benefit plan), whether or not he continues to be such at the time such expenses and judgments, fines and amounts paid in settlement shall have been imposed or incurred. Notwithstanding the preceding sentence, however, the Company shall not be required to indemnify such a person who is or was a member, officer or manager in connection with Company affairs, including without limitation any judgment, settlement, reasonable attorneys’ fees or any other costs or expenses incurred in connection with the defense of any threatened, pending or completed an action, suit or proceedingproceeding (or part thereof) initiated by such person unless the initiation of such action, provided that this indemnity shall not extend to matters as to which the Covered Person has been finally adjudicated in any action suit or proceeding (or part thereof) by such person was specifically authorized by the Member. The right of indemnification provided under this paragraph shall inure whether or not such expenses and judgments, fines and amounts paid in settlement are imposed or incurred based on matters which antedate the adoption of this Article 20. Such right of indemnification shall continue as to have acted with gross negligence a person who has ceased to be a member, officer or fraudmanager of the Company, and shall inure to the benefit of the heirs and legal representatives of such a person. (b) Expenses (including counsel fees) incurred by a person who is or was a member, officer or manager of the Company in defending or investigating a threatened or pending action, suit or proceeding in which such person is or may become involved, as a party, witness or otherwise, by reason of the fact that he is or was a member, officer or manager of the Company or, while a member, officer or manager of the Company, is or was serving at the request of the Company as a director, officer, incorporator, employee, partner, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise (including an employee benefit plan), shall, to the fullest extent not prohibited by law, be paid by the Company in advance of final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company under this Article 20 or otherwise. (c) The rights to indemnification and advancement of expenses conferred in provided by this Section 10 Article 20 shall not be deemed exclusive and shall of any other rights which are or may be provided now or in addition to the future under any rights to which any Covered Person may otherwise be entitled provision currently in effect or hereafter acquire under adopted of this Agreement, by any lawagreement, statute, rule, regulation, charter document, by-law, contract or agreement. The indemnification obligation provision of the Company to a Covered Person with respect to any damages shall be reduced Certificate of Formation, by any indemnification payments actually received vote or resolution of members, by such Covered Person from the Portfolio Company resolution of managers, by provision of law or other entity (other than the Manager or its respective affiliates) with respect to the same damages. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Section 10, the Members intend that, to the maximum extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liability. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such payments, but such payments by the Company are not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay the Company to the extent of such duplicative payments. If, notwithstanding the intention of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Section 10, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person that relieved or reduced the obligation of the Portfolio Company or other entity to such Covered Person. Indemnification payments (if any) made to a Covered Person by the Manager (or its affiliates) in respect of damages for which (and to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation to such Covered Person and/or the Manager (or its affiliates), as applicable, for such payments. As used in this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity shall be deemed to include payments made or to be made by or on behalf of the Portfolio Company or other entity or any successor thereto including, pursuant to an insurance policy or similar arrangementotherwise.

Exculpation and Indemnification. (a) None of the Manager The Company shall indemnify any Person who was or liquidator is a party or is threatened to be made a party to any of their partnersthreatened, memberspending or completed action, employeessuit, officersproceeding or investigation, agentswhether civil, directors criminal, investigative or affiliates (eachadministrative, a “Covered Person”) shall be liable and whether external or internal to the Company (other than an action or suit brought by or in the right of the Company), by reason of the fact that such person is or was a Member, employee or trustee of the Company, or that, such person is or was an Affiliate of a Member (including any partner, member, officer, director, shareholder, agent, advisor, or legal representative of such Member or its Affiliates), employee or trustee of the Company, against expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person in connection with such action, suit or proceeding, or any Member for any loss suffered by the Company appeal therein, if such Person acted in good faith and in a manner he, she, or any Member which arises out of any investment it reasonably believed to be in or any other action or omission of such Covered Person unless such Covered Person has been finally adjudicated to have acted with gross negligence or fraud. No Covered Person shall be liable not opposed to the Company or any Member best interests of the Company, and with respect to any criminal action or omission taken proceeding, had no reasonable cause to believe such conduct was unlawful. The termination of any action, suit or suffered proceeding whether by any judgment, order, settlement, conviction, or upon a plea of them nolo contendere or its equivalent shall not, of itself, create a presumption that the Person did not act in good faith if such and in a manner which he, she or it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or omission is taken proceeding, that such Person had reasonable cause to believe that his, her or suffered in reliance upon and in accordance with the opinion or advice of legal counsel its conduct was unlawful. (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). b) The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that he, she or it is or was a Member, employee or trustee of the Company or is or was an Affiliate of a Member (including any partner, member, officer, director, shareholder, agent, advisor, or legal representative of a Member or its Affiliates), employee or trustee of the Company against expenses (including reasonable attorneys’ fees) actually and hold harmless reasonably incurred by such Person in connection with the defense, settlement or appeal of such action or suit if such Person acted in good faith and in a manner such Person reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudicated to be liable for gross negligence or willful misconduct in the performance of his, her or its duty to the Company unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Person is fairly and reasonably entitled to be indemnified for such expenses which the court shall deem proper. (c) Any indemnification under Section 5.03(a) or Section 5.03(b) hereof (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that the indemnification of the Person in question is proper in the circumstances because that Person has met the applicable standards of conduct set forth in Section 5.03(a) or Section 5.03(b) hereof. Such determination shall be made by the Managing Member, in its reasonable discretion, upon notice to each Covered of the Members; provided, that if the Preferred Members jointly submit a written objection to such Managing Member’s determination within fifteen (15) business days after receipt of such notice, then such determination shall be made by a court of competent jurisdiction. (d) To the extent that any Person referred to in Section 5.03(a) or Section 5.03(b) hereof has been successful on the merits or otherwise in defense of any action, suit, proceeding or investigation, or any appeal or in defense of any claim, issue or matter therein, or on appeal from any such proceeding, action, suit, claim or matter, such Person shall be indemnified against all expenses (including reasonable attorneys’ fees) incurred in connection therewith. (e) Expenses incurred in any action, suit, proceeding or investigation or any appeal therefrom may be paid by the Company in advance of the final disposition of such matter, as authorized by the Managing Member in the Managing Member’s reasonable discretion, upon receipt of an acceptable undertaking by or on behalf of such Person to repay such amount, unless it shall ultimately be determined, as provided herein, that such Person is entitled to indemnification. (f) The indemnification provided by this Section 5.03 shall not be deemed exclusive of, and shall not affect, any other rights to which any Person seeking indemnification may be entitled under any law, agreement, or otherwise, and shall continue and inure to the benefit of the heirs, executors and administrators of such a Person. (g) The Company may purchase and maintain insurance on behalf of any Person who is or was a Managing Member, Member, employee or trustee of the Company against any liability asserted against such Person and incurred by him, her or it in any such capacity, or arising out of his, her or its status as such, whether or not the Company would have the power to indemnify such Person against such liability under the provisions of this Section. Such insurance may include “tail” coverage for periods after termination of service in such capacity or after liquidation, merger, consolidation or other change in the Company. (h) The Company shall, at its cost and expense, defend with counsel of the Company’s choice or approval, any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedingproceeding or investigation, from whether civil, criminal or administrative, and against any loss whether external or expense reasonably suffered or sustained by him or her in connection therewith internal to the Company by reason of the fact that he, she or it is or was the Manager, a partner, member, employee, officer, agent, director acting in any capacity described in Section 5.03(a) or affiliate of the Manager, or a director, officer or employee of the Portfolio Company or any other organization which Section 5.03(b) hereof if he, she or it serves acted in good faith and in a manner reasonably believed to be in or has served as a director, officer or employee at not opposed to the request best interests of the Company or in connection with Company affairs, including without limitation any judgment, settlement, reasonable attorneys’ fees or any other costs or expenses incurred in connection with the defense of any threatened, pending or completed action, suit or proceeding, provided that this indemnity shall not extend to matters as to which the Covered Person has been finally adjudicated in any action suit or proceeding to have acted with gross negligence or fraud. (b) The rights to indemnification and advancement of expenses conferred in this Section 10 shall not be exclusive and shall be in addition to any rights to which any Covered Person may otherwise be entitled or hereafter acquire under any law, statute, rule, regulation, charter document, by-law, contract or agreement. The indemnification obligation of the Company to a Covered Person with respect to any damages shall be reduced by any indemnification payments actually received by criminal action or proceeding, had no reasonable cause to believe such Covered Person from the Portfolio Company or other entity (other than the Manager or its respective affiliates) with respect to the same damages. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Section 10, the Members intend that, to the maximum extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liability. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such payments, but such payments by the Company are not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay the Company to the extent of such duplicative payments. If, notwithstanding the intention of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Section 10, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person that relieved or reduced the obligation of the Portfolio Company or other entity to such Covered Person. Indemnification payments (if any) made to a Covered Person by the Manager (or its affiliates) in respect of damages for which (and to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation to such Covered Person and/or the Manager (or its affiliates), as applicable, for such payments. As used in this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity shall be deemed to include payments made or to be made by or on behalf of the Portfolio Company or other entity or any successor thereto including, pursuant to an insurance policy or similar arrangementconduct was unlawful.

Exculpation and Indemnification. (a) None To the fullest extent permitted by Law, each Member (including the Managing Member), each present and former officer of the Manager or liquidator or any Company, and each present and former Affiliate of a Member, and each of their respective present and former officers, directors, stockholders, partners, members, managers, employees, officersAffiliates, representatives, and agents, directors or affiliates and their 853984.15A-WILSR01A - MSW respective successors, heirs, and legal and personal representatives (each, a “Covered Person”) shall be liable have no liability to the Company or Company, any Member for any loss suffered by the Company or any Member which arises out of any investment Member, or any other action Person and is hereby exculpated from any liability arising out of or relating to the Company, its business, assets, properties, subsidiaries, or liabilities or any act or omission performed or omitted by such Covered Person in relation thereto; provided, however, that the foregoing shall not eliminate any Covered Person from liability resulting from fraud, gross negligence, or the willful misconduct of such Covered Person unless such Covered Person has been finally adjudicated to have acted with gross negligence Person, a breach of the express provisions this Agreement, or frauda bad faith breach of the implied contractual covenant of good faith and fair dealing. No Covered Person Notwithstanding the foregoing, nothing in this Section 6.08 shall be liable deemed to the Company or impose fiduciary duties on any Member with respect to any action or omission taken otherwise modify or suffered limit the standard of care set forth in Section 6.02. (b) To the fullest extent permitted by any of them in good faith if such action or omission is taken or suffered in reliance upon and in accordance with Law, 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). The Company shall indemnify and hold harmless each Covered Person, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, Person from and against any loss and all Claims in which such Covered Person may be involved, or expense reasonably suffered threatened to be involved, as a party or sustained otherwise, arising out of or relating to the Company, its business, assets, properties, subsidiaries, or liabilities or any act or omission performed or omitted by him such Covered Person in relation thereto; provided, however, that no Covered Person shall be entitled to indemnification under this Section 6.08(b) with respect to any Claim to the extent (i) resulting from fraud, gross negligence, or her in connection therewith by reason the willful misconduct of such Covered Person, a breach of the fact that he, she or it is or was the Manager, a partner, member, employee, officer, agent, director or affiliate express provisions of the Managerthis Agreement, or a director, officer or employee bad faith breach of the Portfolio implied contractual covenant of good faith and fair dealing or (ii) initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Managing Member in connection with Claims brought against such Covered Person by Persons that are not the Company (or any other organization which he, she of its subsidiaries) or it serves or has served as a director, officer or employee at the request Affiliates of the Company or any of its subsidiaries. Expenses incurred by a Covered Person in defending any Claim shall be paid by or on behalf of the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 6.08(b). (c) The Company acknowledges and agrees that the obligation of the Company under this Agreement to indemnify or advance expenses to any Covered Person for the matters covered hereby shall be the primary source of indemnification and advancement for such Covered Person in connection with therewith, and any obligation on the part of any other indemnitor under any other agreement to indemnity or advance expenses to such Covered Person shall be secondary to the Company’s obligation and shall be reduced by any amount that such Covered Person may collect as indemnification or advancement from the Company. Subject to the foregoing, the Company affairsshall be subrogated to the rights of such Covered Person against, and shall be entitled to seek contribution from, any third party, including without limitation any judgmentinsurance company, settlement, reasonable attorneys’ fees that is not an Affiliate of any Member (or any other costs insurance policy covering such Member or expenses incurred in connection with its Affiliates) to recover the defense amount of any threatened, pending such indemnification (or completed action, suit or proceeding, provided that this indemnity shall not extend to matters such portion thereof as to which the Company shall be entitled to contribution) after the Covered Person has shall have been finally adjudicated fully and completely indemnified (whether pursuant to this Agreement or otherwise) in respect of the Claim which gave rise to such indemnification. Any such Covered Person shall fully cooperate with the Company, at the 853984.15A-WILSR01A - MSW Company’s expense, in its efforts to enforce against any action suit or proceeding such third party the rights to have acted with gross negligence or fraudwhich it is so subrogated. (bd) The rights Company, as an indemnifying party from time to time, agrees that, to the fullest extent permitted by applicable Law, its obligation to indemnify Covered Persons under this Agreement shall apply to any amounts expended by any other indemnitor under any other agreement in respect of indemnification and or advancement of expenses conferred to any Covered Person in this Section 10 shall not be exclusive connection with any Claims to the extent such amounts extended by such other indemnitor are on account of any unpaid indemnity amounts hereunder. (e) The right of any Covered Person to the indemnification provided herein is cumulative of, and shall be in addition to to, any and all rights to which any such Covered Person may otherwise be entitled or hereafter acquire under any law, statute, rule, regulation, charter document, by-law, by contract or agreement. The indemnification obligation as a matter of Law or equity, and extend to such Covered Person’s successors, assigns, and legal representatives. (f) If this Section 6.08 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction or properly constituted arbitration panel, then the Company to a Covered Person with respect to any damages shall be reduced by any indemnification payments actually received by such Covered Person from the Portfolio Company or other entity (other than the Manager or its respective affiliates) with respect nonetheless, to the same damages. Solely for purposes of clarificationfullest extent permitted by applicable Law, indemnify and without expanding the scope of indemnification hold harmless each Person entitled to be indemnified pursuant to this Section 10, the Members intend that, 6.08 as to liabilities to the maximum full extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liability. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such payments, but such payments by the Company are not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay the Company to the extent of such duplicative payments. If, notwithstanding the intention applicable portion of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Section 10, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person 6.08 that relieved or reduced the obligation of the Portfolio Company or other entity to such Covered Person. Indemnification payments (if any) made to a Covered Person by the Manager (or its affiliates) in respect of damages for which (and to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation to such Covered Person and/or the Manager (or its affiliates), as applicable, for such payments. As used in this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity shall be deemed to include payments made or to be made by or on behalf of the Portfolio Company or other entity or any successor thereto including, pursuant to an insurance policy or similar arrangementhave been invalidated.

Exculpation and Indemnification. (a) None The General Partner shall not be liable to any other Partner or the Partnership for honest mistakes of judgment, or for action or inaction taken in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the Manager Partnership, or liquidator for losses, damages or claims due to such mistakes, action or inaction, or for the negligence, dishonesty or bad faith of any employee, broker or other agent of the Partnership, unless a court of competent jurisdiction has made a final determination that such employee, broker or agent was not selected, engaged or retained and supervised with reasonable care. The General Partner may consult with counsel and accountants in respect of Partnership affairs and shall be fully protected and justified in any action or inaction that is taken in reliance in good faith upon the advice or opinion of such counsel or accountants as to matters such person reasonably believes to be within such counsel’s or accountants’ professional or expert competence. Notwithstanding any of their the foregoing to the contrary, the provisions of this Section 8(a) shall not be construed to relieve (or attempt to relieve) any person of any liability by reason of such person’s gross negligence or willful misconduct or to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 8(a) to the fullest extent permitted by law. This Section 8(a) shall also apply to the officers, directors, shareholders, partners, members, managers, employees, officerstrustees, agents, directors or affiliates (each, a “Covered Person”) shall be liable to and agents of the Company or any Member for any loss suffered by the Company or any Member which arises out of any investment or any other action or omission of such Covered Person unless such Covered Person has been finally adjudicated to have acted with gross negligence or fraud. No Covered Person shall be liable to the Company or any Member with respect to any action or omission taken or suffered by any of them in good faith if such action or 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)General Partner. The Company Partnership shall indemnify and hold harmless each Covered Person, any person who was or is a party (other than as a plaintiff), or is threatened to be made a party party, to any threatened, pending or completed action, suit or proceedingproceeding (other than an action by or in the right of the Partnership), from and against any loss whether civil, criminal, administrative or expense reasonably suffered or sustained by him or her in connection therewith investigative, by reason of the fact that he, she or it the person is or was the Manager, a partner, member, employee, officer, agent, director or affiliate of the Manager, or a directorPartner, officer or employee of the Portfolio Company Partnership, or any other organization which he, she is or it serves or has served as a director, officer or employee was serving at the request of the Company Partnership as a director, member, manager, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other entity, against expenses (including attorney’s fees and costs), judgments, fines and amounts paid in connection with Company affairs, including without limitation any judgment, settlement, reasonable attorneys’ fees or any other costs or expenses settlement actually and reasonably incurred by such person in connection with the defense of any threatened, pending or completed action, suit or proceeding, provided that this indemnity shall if such person acted in good faith and in a manner such person reasonably believed to be in, or not extend to matters as to which opposed to, the Covered Person has been finally adjudicated in any action suit or proceeding to have acted with gross negligence or fraud. (b) The rights to indemnification and advancement of expenses conferred in this Section 10 shall not be exclusive and shall be in addition to any rights to which any Covered Person may otherwise be entitled or hereafter acquire under any law, statute, rule, regulation, charter document, by-law, contract or agreement. The indemnification obligation best interests of the Company to a Covered Person Partnership and, with respect to any damages shall be reduced criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by any indemnification payments actually received by such Covered Person from the Portfolio Company judgment, order, settlement, conviction or other entity (other than the Manager upon a plea of nolo contendere or its respective affiliates) equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the Partnership and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that the same damagesperson’s conduct was unlawful. Solely for purposes of clarificationThis Section 8(a) shall also apply to the officers, directors, shareholders, partners, members, managers, employees, trustees, and without expanding agents of the scope of indemnification pursuant to this Section 10, the Members intend that, to the maximum extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liabilityGeneral Partner. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments Any indemnity under this Section 10 to a Covered Person that is otherwise eligible for such payments, but such payments by the Company are not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates8(a) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay the Company be provided out of and to the extent of such duplicative paymentsPartnership assets only, and the General Partner shall have no personal liability on account thereof. If, notwithstanding the intention The foregoing provisions of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result 8(a) shall survive any termination of payments made by the Company pursuant to this Section 10, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person that relieved or reduced the obligation of the Portfolio Company or other entity to such Covered Person. Indemnification payments (if any) made to a Covered Person by the Manager (or its affiliates) in respect of damages for which (and to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation to such Covered Person and/or the Manager (or its affiliates), as applicable, for such payments. As used in this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity shall be deemed to include payments made or to be made by or on behalf of the Portfolio Company or other entity or any successor thereto including, pursuant to an insurance policy or similar arrangementAgreement.

Exculpation and Indemnification. (a) None of the Manager or liquidator No Member, Representative or any direct or indirect officer, director, stockholder or partner of their partners, members, employees, officers, agents, directors or affiliates a Member (each, a “Covered Person”) an "INDEMNITEE"), shall be liable liable, responsible or accountable in damages or otherwise to the Company Company, any Member, or to any Member Unitholder, for any loss suffered act or failure to act by such Indemnitee in connection with the conduct of the business of the Company, or by any other such Indemnitee in performing or participating in the performance of the obligations of the Company, so long as such Indemnitee acted in the good faith belief that such action or failure to act was in the best interests, or not opposed to the best interests, of the Company or any Member which arises out of any investment or any other and/or its Subsidiaries and such action or omission failure to act was not in violation of such Covered Person unless such Covered Person has been finally adjudicated to have acted with this Agreement and did not constitute gross negligence or fraudwillful misconduct. No Covered Except as otherwise required by the Act, no Person who is a Member, Representative, an Officer, or any combination of the foregoing, shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, or Representative, an Officer, or any combination of the foregoing. Nothing contained in this Agreement shall affect the rights of the Company against any Member pursuant to the Company or any Member with respect to any action or omission taken or suffered by any terms and conditions of them in good faith if such action or omission is taken or suffered in reliance upon and in accordance with the opinion or advice of legal counsel Combination Agreement. (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). b) The Company shall indemnify and hold harmless each Covered PersonIndemnitee to the fullest extent permitted by law against losses, who was damages, liabilities, costs or is a party expenses (including reasonable attorney's fees and expenses and amounts paid in settlement) incurred by any such Indemnitee in connection with any action, suit or is threatened proceeding to which such Indemnitee may be made a party to any threatened, pending or completed action, suit otherwise involved or proceeding, from and against any loss or expense reasonably suffered or sustained by him or her in connection therewith with which it shall be threatened by reason of the fact that heits being a Member, she Representative or it is any direct or was the Manager, a partner, member, employee, indirect officer, agentdirector, director stockholder or affiliate partner of the Managera Member, or while acting as (or on behalf of) a director, officer or employee of the Portfolio Company or any other organization which he, she or it serves or has served as a director, officer or employee at the request Member on behalf of the Company or in connection with Company affairs, including without limitation any judgment, settlement, reasonable attorneys’ the Company's interest. Such attorney's fees or any other costs or and expenses incurred in connection with the defense of any threatened, pending or completed action, suit or proceeding, provided that this indemnity shall not extend to matters as to which the Covered Person has been finally adjudicated in any action suit or proceeding to have acted with gross negligence or fraud. (b) The rights to indemnification and advancement of expenses conferred in this Section 10 shall not be exclusive and shall be in addition to any rights to which any Covered Person may otherwise be entitled or hereafter acquire under any law, statute, rule, regulation, charter document, by-law, contract or agreement. The indemnification obligation of the Company to a Covered Person with respect to any damages shall be reduced by any indemnification payments actually received by such Covered Person from the Portfolio Company or other entity (other than the Manager or its respective affiliates) with respect to the same damages. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Section 10, the Members intend that, to the maximum extent permitted by law, as between (a) the Portfolio Company or other entities, (b) the Company and (c) the Manager (or its affiliates), this Section 10 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with the Portfolio Company or other entity having primary liability, the Company having only secondary liability, and (if applicable) the Manager (or its affiliates) having only tertiary liability. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company or other entity shall not restrict the Company from making payments under this Section 10 to a Covered Person that is otherwise eligible for such payments, but such payments by the Company are not intended to relieve the Portfolio Company or other entity (other than the Manager or its respective affiliates) from any liability that it would otherwise have to make indemnification payments to such Covered Person and, if a Covered Person that has received indemnification payments from the Company actually receives duplicative indemnification payments from the Portfolio Company or other entity (other than the Manager or its respective affiliates) for the same damages, such Covered Person shall repay the Company to the extent of such duplicative payments. If, notwithstanding the intention of this Section 10, the Portfolio Company’s or other entity’s obligation to make indemnification payments to a Covered Person is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Section 10, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) the Portfolio Company or other entity (other than the Manager or its respective affiliates) for amounts paid by the Company to a Covered Person that relieved or reduced the obligation as they are incurred upon receipt, in each case, of the Portfolio Company or other entity to such Covered Person. Indemnification payments (if any) made to a Covered Person by the Manager (or its affiliates) in respect of damages for which (and to the extent) such Covered Person is otherwise eligible for payments from the Company under this Section 10 shall not relieve the Company from its obligation to such Covered Person and/or the Manager (or its affiliates), as applicable, for such payments. As used in this Section 10, “indemnification” payments made or to be made by the Portfolio Company or other entity shall be deemed to include payments made or to be made an undertaking by or on behalf of the Portfolio Company Indemnitee to repay such amounts if it is ultimately determined that such Indemnitee is not entitled to indemnification with respect thereto. (c) The right of an Indemnitee to indemnification hereunder shall not be exclusive of any other right or other entity remedy that a Member, Representative or any successor thereto including, Officer may have pursuant to an insurance policy Applicable Law or similar arrangementthis Agreement.