Common use of Exculpation; Indemnification Clause in Contracts

Exculpation; Indemnification. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person 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 by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), 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 the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by 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 11.

Exculpation; Indemnification. Notwithstanding any other provisions None of this Agreement, whether express the Investment Manager or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any its officers, principals, members, shareholders, directors, stockholders, partners, employees, affiliatesagents, members, affiliates or the legal representatives of any of them or agents of the Sole Membermanagers, members or any manageraffiliates (each, officer, employee, representative or agent of the Company (individually, a an “Covered Indemnified Person” and, collectively, the “Covered Persons”) shall be liable to the Company for any acts or omissions or any other person error of judgment or for any act or omission (loss suffered by the Master Fund in relation to connection with the Company, its property or the conduct subject matter of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person 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 by the Company, provided such act or omission does not constitute fraud, except for loss resulting from willful misconductmisfeasance, bad faith or gross negligencenegligence in the performance by such Indemnified Person of obligations and duties hereunder. To the fullest extent permitted by law, the Company Master Fund shall indemnify and hold harmless each Covered Indemnified Person out of the assets of the Master Fund from and against any and all costs, losses, claims, damages, amounts paid in settlement, judgment or expense, liabilities, joint or several, including, without limitation, legal fees or other expenses reasonably incurred in the investigation or defense of any action, suit or proceeding (including civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), in proceedings) to which the Covered an Indemnified Person may be involved, or threatened to be involved, as a party or otherwiseotherwise be involved with or with which an Indemnified Person shall be threatened, by reason resulting in any way from the performance or non-performance of its management their duties hereunder, except those resulting from the willful misfeasance, gross negligence or bad faith of the affairs of the Company or which relates such Indemnified Person. The Master Fund shall advance to or arises reimburse an Indemnified Person (to the extent that the Master Fund has available assets and need not borrow to do so) reasonable attorney’s fees and other costs and expenses incurred in connection with defense of any action or proceeding arising out of such performance or non-performance. The Investment Manager agrees, and each other Indemnified Person will agree, that in the Company or its propertyevent it receives any such advance, business or affairs. A Covered Person it shall reimburse the Master Fund for such fees, costs and expenses to the extent that it shall be determined that it was not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged 9. Notwithstanding the foregoing, nothing in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim this Section 9 shall be paid by deemed to constitute a waiver of any rights the Company Master Fund may have under U.S. federal securities laws (which may impose liability, under certain circumstances, even on persons who act 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 11good faith).

Exculpation; Indemnification. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents None of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) Indemnified Persons shall be liable to the Company Company, any Series or any other person or entity who has an Interest in the Company or any Series for any loss, damage, fee, expenses (including attorney’s fees) or claim incurred by reason of any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken performed or omitted by a Covered Person such Indemnified Person, in the reasonable belief that such act or omission is in or is not contrary to the best interests good faith on behalf of the Company or such Series and is in a manner reasonably believed to be within the scope of the authority granted conferred on such Member, Director or Officer, as applicable, by this Agreement or the applicable Series Agreement. To the fullest extent permitted by applicable law, each Indemnified Person shall be entitled to indemnification from the Company and the applicable Series for any loss, damage, fee, expenses (including attorney’s fees) or claim incurred by such Covered Indemnified Person by the Company, provided such reason of any act or omission does not constitute fraudperformed or omitted by such Indemnified Person in good faith on behalf of the Company or the applicable Series and in a manner reasonably believed to be within the scope of the authority conferred on such Member, willful misconductDirector or Officer, bad faith as applicable, by this Agreement or gross negligencethe applicable Series Agreement; provided, however, that any indemnity under this Section 19 shall be provided out of and to the extent of Company and the applicable Series assets only, on a relative basis determined and allocated by the Sole Member in good faith, and none of the Member, Director or the Officer, as applicable, nor any other Indemnified Person, shall have personal liability on account thereof. To the fullest extent permitted by law, the Company or the applicable Series, on a relative basis determined and allocated by the Sole Member in good faith, shall indemnify and hold harmless each Covered Person from and against promptly pay expenses (including attorneys’ fees) incurred by any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), person described 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 the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged 19 in fraudappearing at, willful misconduct, bad faith participating in or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company action, suit, claim or proceeding in advance of the final disposition of such Claim action, suit, claim or proceeding, including appeals, upon receipt by the Company presentation of an undertaking by or on behalf of such Covered Person person to repay such amount if it shall ultimately be ultimately determined that such Covered Person person is not entitled to be indemnified by the Company as authorized by under this Section 1119 or otherwise.

Exculpation; Indemnification. Notwithstanding Neither the Board of Managers, any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, Officers nor any officers, directors, stockholders, partners, employees, affiliates, representatives of their respective affiliates or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company or any other person who has an interest in the Company or is otherwise bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken performed or omitted by a such Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests good faith on behalf of the Company and is in a manner reasonably believed to be within the scope of the authority granted to such Covered Person conferred on the Board of Managers or any Officer, as applicable, by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligencethis Agreement. To the fullest extent permitted by applicable law, the Company shall indemnify and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), 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 the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) from the Company for any Claim with respect to which such Covered Person has engaged in fraudloss, willful misconduct, bad faith damage or gross negligence or (ii) any Claim initiated claim incurred by such Covered Person unless such Claim (by reason of any act or part thereof) (A) was brought to enforce omission performed or omitted by such Covered Person’s rights Person in good faith on behalf of the Company and in a manner reasonably believed to indemnification hereunder or (B) was authorized or consented to by be within the scope of the authority conferred on the Board of Managers or any Officer, as applicable, by this Agreement; provided, however, that any indemnity under this Section 18 shall be provided out of and to the Sole extent of Company assets only, and neither the Board of Managers nor any Officer nor any other Covered Person nor any Member, shall have personal liability on account thereof. Expenses To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any Claim shall claim, demand, action, suit or proceeding shall, from time to time, be paid advanced by the Company in advance of prior to the final disposition of such Claim claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of such the Covered Person to repay such amount if it shall be ultimately determined that such the Covered Person is not entitled to be indemnified by the Company as authorized by in this Section 1118.

Exculpation; Indemnification. Notwithstanding any other provisions None of this Agreement, whether express the Adviser or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any its officers, principals, members, shareholders, directors, stockholders, partners, employees, affiliatesagents, members, affiliates or the legal representatives of any of them or agents of the Sole Membermanagers, members or any manageraffiliates (each, officer, employee, representative or agent of the Company (individually, a an “Covered Indemnified Person” and, collectively, the “Covered Persons”) shall be liable to the Company for any acts or omissions or any other person error of judgment or for any act or omission (loss suffered by the Master Fund in relation to connection with the Company, its property or the conduct subject matter of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person 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 by the Company, provided such act or omission does not constitute fraud, except for loss resulting from willful misconductmisfeasance, bad faith or gross negligencenegligence in the performance by such Indemnified Person of obligations and duties hereunder. To the fullest extent permitted by law, the Company Master Fund shall indemnify and hold harmless each Covered Indemnified Person out of the assets of the Master Fund from and against any and all costs, losses, claims, damages, amounts paid in settlement, judgment or expense, liabilities, joint or several, including, without limitation, legal fees or other expenses reasonably incurred in the investigation or defense of any action, suit or proceeding (including civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), in proceedings) to which the Covered an Indemnified Person may be involved, or threatened to be involved, as a party or otherwiseotherwise be involved with or with which an Indemnified Person shall be threatened, by reason resulting in any way from the performance or non-performance of its management their duties hereunder, except those resulting from the willful misfeasance, gross negligence or bad faith of the affairs of the Company or which relates such Indemnified Person. The Master Fund shall advance to or arises reimburse an Indemnified Person (to the extent that the Master Fund has available assets and need not borrow to do so) reasonable attorney’s fees and other costs and expenses incurred in connection with defense of any action or proceeding arising out of such performance or non-performance. The Adviser agrees, and each other Indemnified Person will agree, that in the Company or its propertyevent it receives any such advance, business or affairs. A Covered Person it shall reimburse the Master Fund for such fees, costs and expenses to the extent that it shall be determined that it was not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged 9. Notwithstanding the foregoing, nothing in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim this Section 9 shall be paid by deemed to constitute a waiver of any rights the Company Master Fund may have under U.S. federal securities laws (which may impose liability, under certain circumstances, even on persons who act 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 11good faith).

Exculpation; Indemnification. Notwithstanding any other provisions None of this Agreementthe Investment Manager or its affiliates, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, principals, members, shareholders, directors, stockholders, partners, employees, affiliatesagents, members, affiliates or the legal representatives of any of them or agents of the Sole Membermanagers, members or any manageraffiliates (each, officer, employee, representative or agent of the Company (individually, a “Covered an "Indemnified Person” and, collectively, the “Covered Persons”") shall be liable to the Company for any acts or omissions or any other person error of judgment or for any act or omission (loss suffered by the Master Fund in relation to connection with the Company, its property or the conduct subject matter of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person 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 by the Company, provided such act or omission does not constitute fraud, except for loss resulting from willful misconductmisfeasance, bad faith or gross negligencenegligence in the performance by such Indemnified Person of obligations and duties hereunder. To the fullest extent permitted by law, the Company Master Fund shall indemnify and hold harmless each Covered Indemnified Person out of the assets of the Master Fund from and against any and all costs, losses, claims, damages, amounts paid in settlement, judgment or expense, liabilities, joint or several, including, without limitation, legal fees or other expenses reasonably incurred in the investigation or defense of any action, suit or proceeding (including civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), in proceedings) to which the Covered an Indemnified Person may be involved, or threatened to be involved, as a party or otherwiseotherwise be involved with or with which an Indemnified Person shall be threatened, by reason resulting in any way from the performance or non-performance of its management their duties hereunder, except those resulting from the willful misfeasance, gross negligence or bad faith of the affairs of the Company or which relates such Indemnified Person. The Master Fund shall advance to or arises reimburse an Indemnified Person (to the extent that the Master Fund has available assets and need not borrow to do so) reasonable attorney's fees and other costs and expenses incurred in connection with defense of any action or proceeding arising out of such performance or non-performance. The Investment Manager agrees, and each other Indemnified Person will agree, that in the Company or its propertyevent it receives any such advance, business or affairs. A Covered Person it shall reimburse the Master Fund for such fees, costs and expenses to the extent that it shall be determined that it was not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged 9. Notwithstanding the foregoing, nothing in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim this Section 9 shall be paid by deemed to constitute a waiver of any rights the Company Master Fund may have under U.S. federal securities laws (which may impose liability, under certain circumstances, even on persons who act 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 11good faith).

Exculpation; Indemnification. Notwithstanding any other provisions (a) None of this AgreementWestlake, whether express or implied, its affiliates or any obligation or duty at law or in equityof their respective members, neither the Sole Membermanagers, nor any officerspartners, directors, stockholdersofficers and employees and the legal representatives of any of them (each, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a an “Covered Person” and, collectively, the “Covered PersonsIndemnified Affiliate”) shall be liable to the Company OpCo, Westlake Chemical OpCo GP LLC, Westlake Chemical Partners LP or any other person Westlake Chemical Partners GP LLC, for any act mistakes of judgment or omission (acts or omissions arising out of or in relation to connection with any investment made or held by OpCo and MLP, as the Companycase maybe, its property hereunder or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person Agreement except in the reasonable belief that case of a liability resulting from Westlake’s or 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 by the Company, provided such act or omission does not constitute Indemnified Affiliate’s own fraud, willful misconduct, bad faith or gross negligence, willful misconduct or bad faith. Each Indemnified Affiliate may consult with counsel and accountants in respect of OpCo’s and MLP’s affairs and be fully protected and justified in any action or inaction that is taken in accordance with the advice or opinion of such counsel and accountants. (b) To the fullest extent permitted by law, the Company OpCo and MLP shall indemnify and hold harmless each Covered Person from Westlake and against any and all civilits Indemnified Affiliates (each, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (an “ClaimsIM Indemnitee”), in which the Covered Person may be involvedagainst any loss, cost or threatened to be involved, as a party expense suffered or otherwise, sustained by an IM Indemnitee by reason of its management any acts, omissions or alleged acts or omissions arising out of, or in connection with OpCo and MLP, as the case may be, any investment made or held by OpCo and MLP, as the case may be, or this Agreement, including, without limitation, any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding, or claim, provided that such acts, omissions or alleged acts or omissions upon which such actual or threatened action, proceeding or claim are based were not made in bad faith or did not constitute fraud, willful misconduct or gross negligence by such IM Indemnitee. Each of OpCo and MLP shall, in the affairs sole discretion of Westlake, advance to any IM Indemnitee reasonable attorneys’ fees and other costs and expenses incurred in connection with the Company defense of any action or which relates to or proceeding that arises out of such conduct. In the Company or its propertyevent that any advance described in the preceding sentence is made by OpCo and MLP, business or affairs. A Covered Person the IM Indemnitee receiving such advance shall agree to reimburse OpCo and MLP for such fees, costs and expenses to the extent that it shall be determined that it was not be entitled to indemnification under this Section 11 with respect to Agreement. (ic) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance The provisions 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 116 shall survive any termination of this Agreement.

Exculpation; Indemnification. Notwithstanding (a) No Partner nor any other provisions of their officers, directors, employees, stockholders or Affiliates, nor any of the Officers (each herein referred to as an "Indemnified Party") shall have any liability to the Partnership or to any Partner for any loss suffered by the Partnership (a "Partnership Loss") which arises out of any action or inaction of such Indemnified Party in its capacity as any of the foregoing; provided, however, that such course of conduct did not constitute fraud, gross negligence, willful misconduct or a material breach of this Agreement, whether express the Stock Purchase Agreement or, in the case of each Employee Stockholder, the Non Solicitation Agreement of such Employee Stockholder or implied, or the breach of any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, foregoing by the Limited Partner of which he or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) she is an Employee Stockholder. Each such Indemnified Party shall be liable indemnified to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person 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 by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by law, law by the Company shall indemnify and hold harmless each Covered Person from and Partnership against any and all civil, criminal, administrative or investigative losses, claims, demandsjudgments, liabilities, expenses, judgments, fines, settlements expenses and other amounts arising from paid in settlement of any and all claims, demands, actions, suits claims sustained by any of them in their capacity as an Indemnified Party in connection with the business or proceedings (“Claims”), in which operations of the Covered Person may be involvedPartnership, or threatened to be involvedthe exercise and performance of any Partner's or Officer's powers or duties in accordance with the terms of this Agreement; provided the same was not the result of fraud, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraudgross negligence, willful misconduct, bad faith or gross negligence a material breach of this Agreement, the Stock Purchase Agreement or, in the case of each Employee Stockholder, the Non Solicitation Agreement of such Employee Stockholder or (ii) the breach of any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to of the foregoing by the Board Limited Partner of which he or the Sole Membershe is an Employee Stockholder. Expenses incurred by a Covered Person in defending any Claim shall be paid by 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 The indemnification authorized by this Section 11.3.12 shall include the payment of reasonable attorneys' fees and other reasonable expenses incurred in settling or defending any claims, threatened actions or finally adjudicated legal proceedings. Prior to any final disposition of

Exculpation; Indemnification. Notwithstanding any other provisions provision of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither no person who is the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives Member or agents of the Sole Member, or any manager, an officer, director, equity holder, partner, employee, affiliate, representative or agent of the Company or the Member, in each case, after the Closing (individuallyas such term is defined in that certain Membership Interest Purchase Agreement dated February 23, 2015 between the Member and the persons identified on Schedule 2.1 thereto) (each, a “Covered Person” and”), collectively, the “Covered Persons”) shall be liable to the Company or to any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person 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 by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith faith, or gross negligence. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), in which the such 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 the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 8 with respect to (ia) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (iib) any Claim initiated by such Covered Person unless such Claim (or part thereof) (Ai) was brought to enforce such Covered Person’s rights to indemnification hereunder or (Bii) was authorized or consented to by the Board or the Sole MemberCompany. Expenses incurred by a Covered Person in defending any Claim shall be paid by 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 118.

Exculpation; Indemnification. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) The Director shall not be liable to the Company or any other person of the Stockholders for any act or omission (failure to act, nor for any errors of judgment, but only for willful misconduct or gross negligence in relation its management of the business and affairs of the Company. The Company shall indemnify and hold harmless the Director and the Director’s affiliates, and any agents, officers, and employees, if any, of the Director and such affiliates, from and against any and all loss, liability or damage incurred as a result of any act or omission, or any error of judgment, related to the Director’s management of the business and affairs of the Company unless such loss, liability or damage results from the Director’s willful misconduct or gross negligence. The Company shall indemnify and hold harmless any of the Company’s officers, agents, Stockholders and control Persons, as well as their respective affiliates, from and against any and all loss, liability or damage incurred as a result of any act or omission, or any error of judgment, related to such officer’s, agent’s, Stockholder’s or control Person’s performance of his or its duties or actions with respect to the Company, its property unless such loss, liability or damage results from the conduct willful misconduct or gross negligence of its business such officer, agent, Stockholder or affairscontrol Person. The indemnification rights provided by this Section 10 shall survive the termination of this Agreement and shall continue as to any Person who has ceased to be a Director, this Agreementofficer, agent, Stockholder or control Person of the Company and shall inure to the benefit of the personal representatives, heirs, executors and administrators of such Person. Notwithstanding the above, it is a condition of any related document indemnification by the Company that, with respect to the acts or any transaction or investment contemplated hereby or therebyomissions alleged, the prospective indemnitee (i) taken or omitted by acted in good faith, (ii) acted in a Covered Person in the reasonable belief manner that such act or omission is person reasonably believed to be in or is not contrary opposed to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Company, provided such act or omission does not constitute fraudand (iii) in the case of a criminal proceeding, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), in which the Covered Person may be involved, or threatened had no reasonable cause 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 the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by 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 believe that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 11person’s conduct was unlawful.

Exculpation; Indemnification. Notwithstanding any other provisions provision of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither no person who is the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives Member or agents of the Sole Member, or any manager, an officer, director, equity holder, partner, employee, affiliate, representative or agent of the Company or the Member, in each case, after the Closing (individuallyas such term is defined in that certain Membership Interest Purchase Agreement dated February 23, 2015 between Talos Energy LLC and the persons identified on Schedule 2.1 thereto) (each, a “Covered Person” and”), collectively, the “Covered Persons”) shall be liable to the Company or to any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person 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 by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith faith, or gross negligence. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), in which the such 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 the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 9 with respect to (ia) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (iib) any Claim initiated by such Covered Person unless such Claim (or part thereof) (Ai) was brought to enforce such Covered Person’s rights to indemnification hereunder or (Bii) was authorized or consented to by the Board or the Sole MemberCompany. Expenses incurred by a Covered Person in defending any Claim shall be paid by 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 119.

Exculpation; Indemnification. Notwithstanding any other provisions of this Agreement, whether express or implied, (a) No Member or any obligation predecessor, successor or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents Affiliate of the Sole Member, such Member or any managermember, principal, partner, shareholder, beneficial owner, controlling person, officer, employeedirector, representative agent or agent employee of any of the Company aforesaid Persons (individuallyeach Member, a collectively with such respective Persons, an “Covered Person” and, collectively, the “Covered PersonsIndemnifying Member”) shall be liable have any liability to the Company or to any other Member for any loss suffered by the Company or any other person for any act Member unless such loss arises out of the willful misconduct or omission (in relation to the Company, its property fraud of such Indemnifying Member or the conduct willful breach by such Indemnifying Member of its business any provision of or affairs, limitation of authority contained in this Agreement; provided, any related document however, that this Section 10.01(a) shall not limit, restrict or otherwise affect the rights or obligations of a Member (or any transaction predecessor, successor or investment contemplated hereby Affiliate of such Member or thereby) taken any member, principal, partner, shareholder, beneficial owner, controlling person, officer, director, agent or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests employee of any of the Company and aforesaid Persons) under this Agreement (including, for the avoidance of doubt, Section 12.01) or any other agreement to which it is within the scope of authority granted to such Covered Person by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by law, the a party. (b) The Company shall indemnify indemnify, defend and hold harmless each Covered Person Member and/or its Affiliates, and any of their respective officers, directors, shareholders, beneficial owners, principals, partners, members, controlling persons, employees or agents and each officer of the Company (each Member, collectively with such respective Persons, an “Indemnitee”) from and against any and all civilclaims or liabilities of any nature whatsoever, criminalincluding, administrative without limitation, reasonable attorneys’ fees and disbursements, arising out of or investigative lossesin connection with the business of the Company, claimsincluding, demandswithout limitation, liabilitiesany action (excluding any Transfer by a Member of all or any portion of its Interest or by any other Person of any direct or indirect beneficial ownership interest in any Member) taken or omitted by it pursuant to the authority granted by this Agreement; provided, expenseshowever, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), in which the Covered Person that no indemnification 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 made to or arises out on behalf of any Indemnitee if such Indemnitee’s acts in connection with such claim for indemnification constituted willful misconduct or fraud or a willful breach of any provision of or limitation of authority contained in this Agreement or the Company subject instrument by such Indemnitee; and provided, further, that no indemnification shall be made in respect of claims or its property, business liabilities to the extent an Indemnitee has already recovered pursuant to any other agreement or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect insurance policy to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Memberan Indemnitee is a party. Expenses (including reasonable attorneys’ fees and disbursements) incurred by a Covered Person an Indemnitee in defending any Claim shall actual or threatened claim, demand, action, suit or proceeding shall, from time to time, be paid advanced by the Company in advance of prior to the final disposition of such Claim claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of such Covered Person the Indemnitee to repay such amount amounts if it shall be is ultimately determined that such Covered Person Indemnitee is not entitled to indemnification under this Section 10.01(b) with respect thereto. Notwithstanding the foregoing, the Indemnitee shall not be indemnified entitled to indemnification with respect to any amount paid in settlement if the settlement was effected without the prior written consent of the Managing Member, which shall not be unreasonably withheld. Any indemnity under this Section 10.01(b) will only be provided first out of the proceeds of insurance carried by the Managing Member, the Company as authorized by or any Subsidiary and then, to the extent that such proceeds are insufficient to satisfy this indemnity, out of and to the extent of the assets of the Company only, and no Member will have personal liability on account thereof (other than (subject to Section 4.01(c)) pursuant to Section 4.01(b)). (c) The provisions of this Section 1110.01 are for the benefit of each of the Members and shall be enforceable by each of them and shall survive any liquidation and dissolution of the Company and any withdrawal by a Member. (d) No direct or indirect member, principal, partner, shareholder, beneficial owner or controlling person in or of any Member (and no officer, director, employee or agent of such Member) shall have any personal liability under this Agreement.

Exculpation; Indemnification. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or (a) BACAP will use its best efforts in equity, neither providing services to the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) Fund. BACAP shall not be liable to the Company or any other person Fund for any act error of judgment or omission (mistake of law or for any loss suffered by the Fund in relation to connection with the Company, its property or the conduct performance by BACAP of its business or affairs, duties under this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by except a Covered Person in the reasonable belief that such act or omission is in or is not contrary loss resulting from a breach of fiduciary duty with respect to the best interests receipt of the Company and is within the scope of authority granted to such Covered Person by the Companycompensation for services, provided such act or omission does not constitute fraud, a loss resulting from willful misconductmisfeasance, bad faith or gross negligence. To negligence on the part of BACAP or any of its officers, directors, employees or agents (collectively, the "Affiliates") in the performance of their duties under this Agreement, or from reckless disregard by BACAP or its Affiliates of their obligations or duties under this Agreement. (b) The Fund shall indemnify and hold harmless BACAP and its Affiliates (each, an "Indemnified Person") against any and all losses, claims, damages or liabilities, joint or several, including, without limitation, reasonable attorneys' fees and disbursements, reasonably incurred by them in connection with, or resulting from, their actions or inactions in connection with the performance of their duties under this Agreement, except those losses, claims, damages or liabilities resulting from willful misfeasance, bad faith or gross negligence in the performance by the Indemnified Persons of their duties under this Agreement, or the reckless disregard of their obligations or duties under this Agreement. (c) Notwithstanding any of the foregoing, the provisions of this paragraph 9 shall not be construed so as to relieve the Indemnified Person of, or provide indemnification with respect to, any liability (including liability under Federal securities laws, which under certain circumstances, impose liability even on persons who act in good faith) to the extent (but only to the extent) that such liability may not be waived, limited or modified under applicable law or that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the provisions of this paragraph 9 to the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), 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 the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by 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 11.

Exculpation; Indemnification. (a) Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither none of the Sole Member, nor Manager, or any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of any of the Sole Memberforegoing, or nor any manager, officer, employee, representative or agent of the Company or any of its affiliates (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person 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 by the CompanyAgreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith faith, or gross negligence. . (b) To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), Claims 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 the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 6.6 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole MemberExecutive Committee. Expenses incurred by a Covered Person in defending any Claim shall be paid by 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 116.6(b). (c) Any repeal or modification of this Section 6.6 by the Member shall not adversely affect any rights of such Covered Person pursuant to this Section 6.6, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

Exculpation; Indemnification. Notwithstanding any other provisions provision of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives no person who is a Member or agents of the Sole Member, or any manager, an officer, director, equity holder, partner, employee, affiliate, representative or agent of the Company or a Member, in each case, after the Closing (individuallyas such term is defined in that certain Membership Interest Purchase Agreement dated February 23, 2015 between Talos Energy LLC and the persons identified on Schedule 2.1 thereto) (each, a “Covered Person” and”), collectively, the “Covered Persons”) shall be liable to the Company or to any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person 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 by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith faith, or gross negligence. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), in which the such 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 the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 10 with respect to (ia) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (iib) any Claim initiated by such Covered Person unless such Claim (or part thereof) (Ai) was brought to enforce such Covered Person’s rights to indemnification hereunder or (Bii) was authorized or consented to by the Board or the Sole MemberCompany. Expenses incurred by a Covered Person in defending any Claim shall be paid by 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 1110.

Exculpation; Indemnification. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person 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 by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), 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 the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 12 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by 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 1112.

Exculpation; Indemnification. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person 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 by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), 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 the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by 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 1110.

Exculpation; Indemnification. Notwithstanding any other provisions (a) No Member or officer of this Agreement, whether express or impliedthe Company, or any obligation or duty person serving at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent request of the Company (individuallyas a member, a “Covered Person” andmanager, collectivelydirector or officer of another limited liability company, the “Covered Persons”) corporation, partnership, joint venture, trust or other enterprise shall be liable to the Company or have any other person liability for any act or omission (failure to act in relation to the Companyfulfillment of his or its duties, its property obligations or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted responsibilities in such capacity unless there has been a final and non-appealable judgment entered by a Covered Person court of competent jurisdiction determining that, in the reasonable belief that respect of such act or omission is failure to act, such person engaged in or is not contrary to the best interests a bad faith violation of the Company implied contractual covenant of good faith and is within the scope of authority granted to such Covered Person by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by law, the fair dealing. (b) The Company shall indemnify and hold harmless each Covered Person from and against any and all 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, whether civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), 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 fact that he or it (i) is or was a Member or officer of the Company or which relates to (ii) is or arises out was an employee of the Company or its propertya director, business member, officer or affairs. A Covered employee of any subsidiary of the Company who the Sole Member expressly designates as being entitled to the rights to indemnification set forth in this Section 14(b) (each, an “Indemnified Person”), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which such person is seeking indemnification or seeking to be held harmless hereunder, such person engaged in a bad faith violation of the implied contractual covenant of good faith and fair dealing. (c) The Company shall advance to each Indemnified Person shall not the reasonable, documented expenses incurred by such Indemnified Person for which such Indemnified Person could reasonably be expected to be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person indemnity in defending any Claim shall be paid by the Company civil, criminal, administrative or investigative action, suit or proceeding in advance of the final disposition of such Claim upon receipt action, suit or proceeding; provided, however, that any such advance shall only be made if the Indemnified Person delivers a written affirmation by the Company Indemnified Person of an undertaking by or on behalf of such Covered Person its good faith belief that it is entitled to indemnification hereunder and agrees to repay such amount all amounts so advanced if it shall ultimately be ultimately determined that such Covered Person it is not entitled to be indemnified by the Company as authorized hereunder. (d) The right of any Indemnified Person to indemnification provided by this Section 1114 shall be in addition to any and all other rights to which an Indemnified Person may be entitled under any agreement, as a matter of law or otherwise and shall continue as to a Indemnified Person who has ceased to serve in the capacity in which such Person was designated as a Indemnified Person and shall inure to the benefit of the heirs, successors, assigns and administrators of such Indemnified Person. (e) The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the Sole Member to replace, to the fullest extent permitted by applicable law, such other duties and liabilities of such Indemnified Person. (f) The obligations of the Company to the Indemnified Persons in this Section 14 or arising at law are solely the obligations of the Company. The satisfaction of any obligations under this Section 14 shall be from and limited to Company’s assets, including insurance proceeds, if any, and no personal liability whatsoever shall attach to, or be incurred by, the Sole Member for such obligations. [Signature Page Follows]

Exculpation; Indemnification. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or (a) The Adviser will use its best efforts in equity, neither providing services to the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) Fund. The Adviser shall not be liable to the Company or any other person Fund for any act error of judgment or omission (mistake of law or for any loss suffered by the Fund in relation to connection with the Company, its property or performance by the conduct Adviser of its business or affairs, duties under this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by except a Covered Person in the reasonable belief that such act or omission is in or is not contrary loss resulting from a breach of fiduciary duty with respect to the best interests receipt of the Company and is within the scope of authority granted to such Covered Person by the Companycompensation for services, provided such act or omission does not constitute fraud, a loss resulting from willful misconductmisfeasance, bad faith or gross negligence. To negligence on the part of the Adviser or any of its officers, directors, employees or agents (collectively, the "Affiliates") in the performance of their duties under this Agreement, or from reckless disregard by the Adviser or its Affiliates of their obligations or duties under this Agreement. (b) The Fund shall indemnify and hold harmless the Adviser and its Affiliates (each, an "Indemnified Person") against any and all losses, claims, damages or liabilities, joint or several, including, without limitation, reasonable attorneys' fees and disbursements, reasonably incurred by them in connection with, or resulting from, their actions or inactions in connection with the performance of their duties under this Agreement, except those losses, claims, damages or liabilities resulting from willful misfeasance, bad faith or gross negligence in the performance by the Indemnified Persons of their duties under this Agreement, or the reckless disregard of their obligations or duties under this Agreement. (c) Notwithstanding any of the foregoing, the provisions of this paragraph 9 shall not be construed so as to relieve the Indemnified Person of, or provide indemnification with respect to, any liability (including liability under Federal securities laws, which under certain circumstances, impose liability even on persons who act in good faith) to the extent (but only to the extent) that such liability may not be waived, limited or modified under applicable law or that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the provisions of this paragraph 9 to the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), 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 the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by 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 11.

Exculpation; Indemnification. Notwithstanding (a) No Partner nor any other provisions of their officers, directors, employees, stockholders or Affiliates, nor any of the Officers (each herein referred to as an "Indemnified Party") shall have any liability to the Partnership or to any Partner for any loss suffered by the Partnership (a "Partnership Loss") which arises out of any action or inaction of such Indemnified Party in its capacity as any of the foregoing; provided, however, that such course of conduct did not constitute fraud, gross negligence, willful misconduct or a material breach of this Agreement, whether express the Stock Purchase Agreement or, in the case of each Employee Stockholder, the Non Solicitation Agreement of such Employee Stockholder or implied, or the breach of any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, foregoing by the Limited Partner of which he or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) she is an Employee Stockholder. Each such Indemnified Party shall be liable indemnified to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person 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 by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by law, law by the Company shall indemnify and hold harmless each Covered Person from and Partnership against any and all civil, criminal, administrative or investigative losses, claims, demandsjudgments, liabilities, expensesexpenses and amounts paid in settlement of any claims sustained by any of them in their capacity as an Indemnified Party in connection with the business or operations of the Partnership, judgmentsor the exercise and performance of any Partner's or Officer's powers or duties in accordance with the terms of this Agreement; provided the same was not the result of fraud, finesgross negligence, settlements willful misconduct, or a material breach of this Agreement, the Stock Purchase Agreement or, in the case of each Employee Stockholder, the Non Solicitation Agreement of such Employee Stockholder or the breach of any of the foregoing by the Limited Partner of which he or she is an Employee Stockholder. The indemnification authorized by this Section 3.12 shall include the payment of reasonable attorneys' fees and other amounts arising from reasonable expenses incurred in settling or defending any and all claims, demands, actions, suits threatened actions or proceedings (“Claims”), in finally adjudicated legal proceedings. Prior to any final disposition of any claim or proceeding with respect to which the Covered Person an Indemnified Party 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 the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect hereunder, the Partnership shall pay to (i) any Claim with respect to which such Covered Person has engaged in fraudIndemnified Party, willful misconductas the case may be, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of such final disposition, an amount equal to all reasonable out-of-pocket expenses of said Indemnified Party as incurred in defense of said claim or proceeding; provided that such advance payments shall be made only upon the final disposition Partnership's receipt of such Claim upon receipt by the Company a written undertaking of an undertaking by or on behalf of such Covered Person said Indemnified Party to repay such the Partnership the amount so advanced if it shall be ultimately finally determined that such Covered Person is said Indemnified Party was not entitled to indemnification hereunder. (b) The right of indemnification hereby provided shall not be indemnified by the Company as authorized by this Section 11.exclusive of, and shall not affect, any other rights to which an Indemnified Party may be entitled. Nothing

Exculpation; Indemnification. Notwithstanding any other provisions (a) None of this Agreementthe Investment Manager and its affiliates, whether express or impliedmembers, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholdersemployees and agents (each, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a an “Covered Person” and, collectively, the “Covered PersonsIndemnified Party”) shall be liable to the Company or Partnership for (i) any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) action taken or omitted to be taken in connection with the affairs of the Partnership so long as the Indemnified Party is not found by a Covered Person in the reasonable belief that such act final, non-appealable order of a court of competent jurisdiction to have committed fraud or omission is in acts or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Company, provided such act omissions constituting gross negligence or omission does not constitute fraud, willful misconduct, or (ii) the negligence, dishonesty or bad faith of any affiliate, member, officer, director, employee or gross negligenceagent of the Investment Manager, provided, that such affiliate, member, officer, director, employee or agent was selected, engaged or retained by the Investment Manager with reasonable care. To the fullest extent permitted by law, the Company shall indemnify Each Indemnified Party may consult with counsel and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), accountants in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management respect of the affairs of the Company Partnership and be fully protected and justified in any action or inaction, which relates is taken in accordance with the advice or opinion of such counsel or accountants, provided, that such counsel or accountants shall have been selected with reasonable care. (b) The Partnership shall indemnify, defend and hold harmless each Indemnified Party from and against any loss or expense suffered or sustained by an Indemnified Party by reason of the fact that it is or was an Indemnified Party, including, without limitation, any judgment, settlement, reasonable attorney’s fees and other costs or expenses incurred or suffered by such Indemnified Party in connection with the defense of any actual or threatened action or proceeding; provided, however, that the Indemnified Party against whom the claim is made, or legal proceeding is directed, is not found by a final, non-appealable order of a court of competent jurisdiction to have committed fraud or acts or omissions constituting gross negligence or willful misconduct; and provided, further, that if such loss or expense was suffered or sustained by the Indemnified Party by reason of negligence, dishonesty, willful misconduct or bad faith of any affiliate, partner, officer, director, employee or agent of the Indemnified Party, such affiliate, partner, officer, director, employee or agent was selected, engaged or retained by the Indemnified Party with reasonable care. The Partnership shall advance to any Indemnified Party reasonable attorney’s fees and other costs and expenses incurred in connection with the defense of any action or proceeding that arises out of such conduct. In the Company or its propertyevent that such an advance is made by the Partnership, business or affairs. A Covered Person the Indemnified Party shall agree to reimburse the Partnership for such fees, costs and expenses to the extent that it shall be determined that it was not be entitled to indemnification under this Section 11 with respect to 7(b). (ic) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to None of the foregoing provisions of this Section 7 constitutes a waiver by the Board or Partnership of any rights the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by 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 11Partnership may have under U.S. Federal securities laws.

Exculpation; Indemnification. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”a) No Member shall be liable to the Company or to any other person Member for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken performed or omitted to be performed by a Covered Person it on behalf of the Company provided such Member acts in the reasonable belief that accordance with its duties and responsibilities hereunder and provided such act or omission is was taken in or is not contrary to the best interests of the Company good faith and is within the scope of authority granted or reserved to such Covered Person by the CompanyMember under this Agreement, provided such act or omission does and did not constitute fraud, gross negligence or willful misconduct, bad faith or gross negligence. To the fullest extent permitted a breach of this Agreement. (b) The Members shall be indemnified, defended and held harmless by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all civilexpenses (including reasonable attorneys’ fees), criminal, administrative or investigative losses, claims, demandsdamages, liabilities, expensescharges and claims of any kind or nature whatsoever (collectively “Indemnified Losses”), judgmentsincurred by them in their capacities as Members, finesarising out of or incidental to any act performed or omitted to be performed by any one or more of the Members in good faith in their capacities as Members and/or in connection with the business of the Company, settlements including any act or omission constituting ordinary negligence of such Members provided that such Member acted in accordance with its duties and other amounts arising responsibilities hereunder and provided such act or omission was within the scope of authority granted or reserved to such Member(s) by the terms of this Agreement and did not constitute gross negligence, willful misconduct or fraud, or a breach of this Agreement. (c) The Company and the Members shall be indemnified and held harmless by each Member from and against any and all claimsIndemnified Losses arising out of or incidental to the failure of such Member to act in accordance with its duties and responsibilities hereunder, demands, actions, suits for any act or proceedings (“Claims”), omission taken in which bad faith or outside the Covered Person may be involvedscope of authority granted or reserved to such Member under this Agreement, or threatened to be involvedany fraudulent act, as gross negligence, or willful misconduct performed by such Member, or a party or otherwise, by reason breach of its management of this Agreement. (d) The Members acknowledge and agree that (i) A▇▇▇ shall retain all rights and obligations under the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 Purchase Agreement with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or the Receivables and (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by neither the Company nor any Subsidiary Entity shall have any obligations or liabilities in advance connection with the Receivables, including, without limitation, fulfillment of any conditions precedent to receipt of any reimbursements from any governmental authority. A▇▇▇ shall indemnify and hold harmless the Company, Acquisition and any Affiliates of Acquisition from any Indemnified Losses arising out of or in connection with the Receivables or any provisions of the final disposition of such Claim upon receipt by Purchase Agreement relating to 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 11Receivables.

Exculpation; Indemnification. Notwithstanding any other provisions of this Agreement(a) To the fullest extent permitted under the Act, whether express or implied, or any obligation or duty at law or in equity, neither the Sole no Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, agent, manager, or representative or agent of the Company or any affiliate of any of the foregoing (individuallyexclusive of any collective investment vehicle for which the Company acts as general partner, a manager or investment manager) (each, an “Covered Indemnified Person” and, collectively, the “Covered Persons”) shall be liable to the Company or any other person Member for any act liabilities, obligations, losses, damages, fines, taxes and interest and penalties thereon, claims, demands, actions, suits, proceedings (whether civil, criminal, administrative, investigative or omission otherwise), costs, expenses and disbursements (including legal and accounting fees and expenses, costs of investigation and sums paid in relation settlement) of any kind or nature whatsoever, which may be imposed on, incurred by or asserted at any time against such Indemnified Person in any way related to the Company, its property or the conduct arising out of its business or affairs, this Agreement, the Company or the management, administration, or activities of any related document or Indemnified Person on behalf of the Company (“Claims and Expenses”) incurred by reason of any transaction or investment contemplated hereby or thereby) action taken or omitted to be taken by such Indemnified Person in any way related to or arising out of this Agreement; provided, that the foregoing shall not relieve the Indemnified Person from liability for any claim and expense to the extent that it is determined by a Covered Person in the reasonable belief that such act or omission is in or is not contrary final judgment of a court of competent jurisdiction (from which no further appeal may be taken) to the best interests of the Company and is within the scope of authority granted be attributable to such Covered Person by the Company, provided such act or omission does not constitute fraud, willful misconduct, Indemnified Person’s bad faith or gross negligence. An Indemnified Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person (including, without limitation, a representative of a person in which the Company has invested) as to matters the Indemnified Person believes are within such other person’s professional or expert competence and who, to the extent applicable, has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid. (b) To the fullest extent permitted by lawunder the Act, the Company shall indemnify indemnify, defend and hold harmless each Covered Person of the Indemnified Persons from and against any and all civilClaims and Expenses, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), in which the Covered Person may be involvedimposed on, incurred by or asserted at any time against such 3 Indemnified Person in any way related to or arising out of this Agreement, the Company, or threatened to be involved, as a party the management or otherwise, by reason of its management of the affairs administration of the Company or which relates to in connection with the business or arises out of affairs the Company or its propertythe activities of such Indemnified Person on behalf of the Company; provided, business or affairs. A Covered that no Indemnified Person shall not be entitled to indemnification under this Section 11 with respect hereunder to the extent it shall have been determined by a final judgment of a court of competent jurisdiction (ifrom which no further appeal may be taken) any Claim with respect that the claims and expenses are attributable to which such Covered Person has engaged in fraud, willful misconduct, Indemnified Person’s bad faith or gross negligence or (iinegligence. The right of indemnification provided hereby shall not be exclusive of, and shall not affect, any other rights to which any Indemnified Person may be entitled and nothing contained in this Section 14(b) shall limit any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s lawful rights to indemnification hereunder or existing independently of this Section 14(b). To the fullest extent permitted under the Act, the Company shall pay the expenses (Bincluding legal fees and expenses and costs of investigation) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered such Indemnified Person in defending any Claim shall be paid proceeding as such expenses are incurred by the Company such Indemnified Person and 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 11matter.

Exculpation; Indemnification. Notwithstanding ‌ A) All Persons shall look solely to the Series Assets of the relevant Series for satisfaction of claims of any other provisions nature arising in connection with that Series’ affairs and solely to the Partnership Assets for satisfaction of claims of any nature arising in connection with the Partnership’s affairs. Except as otherwise expressly required by applicable law, or as otherwise provided in this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents no Limited Partner of the Sole MemberPartnership or a Series, in its capacity as limited partner, shall be personally liable for the repayment and discharge of any debts, obligations or any manager, officer, employee, representative or agent liabilities of the Company (individually, a “Covered Person” and, collectivelyPartnership or such Series in excess of the amount of such Limited Partner’s Capital Contribution. B) Except as otherwise required by applicable law, the “Covered Persons”Series General Partner shall not have any personal liability for the return of any Limited Partner’s Capital Contribution to that Series.‌ C) shall be liable to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person 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 by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by applicable law, no Covered Person of a Series or the Company Partnership, as the case may be, shall be liable, responsible, or accountable to any Partner of that Series, that Series, any other Series or the Partnership for any act or failure to act on behalf of the Partnership or that Series, unless that act or failure to act shall have been finally adjudicated in an action, suit or other proceeding, or otherwise, by a court of competent jurisdiction, to have involved his, her or its own willful misconduct, gross negligence, or reckless disregard of his, her or its obligations and duties hereunder. The federal and state securities laws impose liabilities under certain circumstances on Persons who act in good faith, and, therefore, nothing herein shall waive or limit any rights that a Partner of a Series, a Series, any other Series or the Partnership may have against a Covered Person of that Series under those laws. Each Covered Person of a Series or the Partnership, as the case may be, may consult with counsel, accountants and other experts with respect to the Partnership’s and that Series’ affairs and be fully protected and justified in any action or inaction taken in accordance with the advice or opinion thereof. Notwithstanding any of the foregoing, this paragraph shall not be construed so as to relieve (or attempt to relieve) any Covered Person of any liability 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 paragraph to the fullest extent permitted by applicable law. D) To the fullest extent permitted by applicable law, each Covered Person of a Series shall be entitled, out of the Series Assets of that Series, to be indemnified against and held harmless from any and all liabilities, judgments, obligations, losses, damages, claims, actions, suits or other proceedings (whether under the Securities Act, the Commodity Exchange Act, as amended, or otherwise, civil or criminal, pending or threatened, before any court or administrative or legislative body, and as the same are accrued, in which such Covered Person may be or may have been involved as a party or otherwise or with which he, she or it may be or may have been threatened, while in office or thereafter) and reasonable costs, expenses and disbursements (including legal and accounting fees and expenses) of any kind and nature whatsoever (collectively, “Covered Losses”) that may be imposed on, incurred by, or asserted at any time against such Covered Person (whether or not indemnified against by other parties) in any way related to or arising out of this Agreement, the administration of the Series Assets of that Series, or the action or inaction of such Covered Person hereunder (including actions or inactions pursuant to Article 9 on the Partnership’s or that Series’ dissolution or termination) or under contracts with that Series, except that no such Covered Person shall be entitled to indemnity for Covered Losses with respect to any matter as to which such Covered Person shall have been finally adjudicated in any such action, suit, or other proceeding, or otherwise by a court of competent jurisdiction, to have committed an act or omission involving his, her or its own willful misconduct, gross negligence, or reckless disregard of his, her or its obligations hereunder. The indemnities‌ contained in this Article 6 shall survive the termination of this Agreement. The federal and state securities laws impose liabilities under certain circumstances on Persons who act in good faith, and, therefore, nothing herein shall waive or limit any rights that a Partner of a Series, a Series, any other Series or the Partnership may have against a Covered Person of that Series under those laws. Notwithstanding the foregoing provisions of this Section 6.4, the Series shall be under no obligation to indemnify and hold harmless each a Covered Person from and against any and all civil, criminal, administrative or investigative reduction in the value of such Person’s interest in the Series that is attributable to losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), in which the Covered Person may be involveddamages, or threatened injuries suffered by the Series or to be involved, as a party or otherwise, by reason of its management any other decline in the value of the affairs of Series Assets. E) To the Company or which relates to or arises out of fullest extent permitted by applicable law, the Company or its propertyPartnership, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by 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 and for the account of the applicable Series, shall, upon request of a Covered Person, advance funds to that Covered Person for reasonable legal expenses and other costs for which he, she or it is entitled to be indemnified pursuant to this Agreement, incurred as a result of a legal action or other proceeding (and, if requested to do so in writing by that Covered Person to assume the defense of any such proceeding), provided that that Covered Person agrees in writing at the time of the first such advance (or at the time of such request) to repay to the applicable Series all the advanced funds (or the cost of such amount defense) if it shall be ultimately is subsequently determined that such Covered Person is not entitled to be indemnified by such indemnification. F) With respect to a Series, the Company as authorized by General Partner may in its sole discretion, and upon not less than 10 days’ prior written notice, require that each Limited Partner of such Series return to such Series (in proportion to its respective shares of the distributions at issue, and inversely to the order of distributions made pursuant to Section 5.6 and the applicable Series Appendix) all or any portion of the distributions made to such Limited Partner not previously returned for the purpose of meeting such Limited Partner’s share of (x) indemnification obligations arising under this Section 116.6, or (y) any other liabilities of such Series, including the extent incurred in connection with indemnity, whether such obligations arise before or after the last day of the term of such Series. Such Series General Partner shall not issue a notice pursuant to this Section 6.4(f) in respect of a distribution that was made more than three years prior to the earlier of (i) the date of such notice or (ii) the date upon which the Series General Partner notified the Limited Partners of such Series of a pending or otherwise anticipated claim that, in the Series General Partner’s reasonable judgment, presents a realistic possibility of giving rise to such notice. The aggregate obligation of each Limited Partner pursuant to this Section 6.4(f) shall in no event exceed 25% of such Limited Partner’s Capital Contribution with respect to such Series. With respect to the return of a distribution that was made in-kind, each Limited Partner may, at its option, return either identical property or cash equal to the lesser of: (i) the Fair Market Value of such property at the time of distribution; or (ii) the Fair Market Value of such property at the due time of such return. G) The Series may, at the election of the Series General Partner, advance Covered Losses to a Protected Person if such Covered Losses will be incurred in connection with any action described in Section 6.4(d). As a condition to receiving an advance toward or payment of Covered Losses pursuant to this Section 6.4(g), a Covered Person shall execute an undertaking in form and substance acceptable to the General Partner providing that, to the extent that it is subsequently determined in a final judgment or other final adjudication by arbitration proceeding in accordance with Section 15.15 that such Person was not entitled to such advance or payment, such Person shall promptly return such advance or payment to the Series. If a Covered Person is a defendant in an action brought by a majority in Interest of the Limited Partners in their capacity as such, such Covered Person shall be entitled to an advance of Indemnifiable Amounts under this Section 6.4(g) with respect to such Action only with the approval of a majority in Interest of the Limited Partners.

Exculpation; Indemnification. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equityTo the fullest extent permitted by law, neither the Sole MemberGeneral Partner, any of its Affiliates nor any officersofficer, directorsdirector, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officermember, partner, shareholder, employee, representative or agent of the Company General Partner or any such Affiliate (individuallyeach, a an “Covered Person” and, collectively, the “Covered PersonsIndemnified Party”) shall be liable have any liability to the Company Limited Partners or any other person of their Affiliates for any act acts or omission (omissions arising out of, related to, or in relation to connection with the Company, its property business and affairs of the Partnership or the conduct Limited Partners, except when a court of its business or affairscompetent jurisdiction determines in a final, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief non-appealable decision that such act or omission is in constituted fraud or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Company, provided such act or omission does not constitute fraud, willful intentional misconduct, bad faith or gross negligence. To the fullest extent permitted by law, each Indemnified Party shall be indemnified and held harmless by the Company shall indemnify and hold harmless each Covered Person Partnership from and against any and all civil, criminal, administrative or investigative lossesloss, claims, demandsdamages, liabilitiesliabilities joint and several, expenses, judgments, fines, settlements settlements, and other amounts arising from any and all claimsclaims (including reasonable legal expenses), demands, actions, suits suits, or proceedings (“Claims”)civil, criminal, administrative, or investigative) in which the Covered Person they may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of any acts or omissions arising out of, related to, or in connection with the business and affairs of the Company Partnership or which relates to the Limited Partners, except when a court of competent jurisdiction determines in a final, non-appealable decision that such act or arises out of the Company omission constituted fraud or its property, business or affairsintentional misconduct. A Covered Person The indemnification provided by this Section 3.6 shall not be deemed to be exclusive of any other rights to which the Indemnified Parties may be entitled under any agreement, or as a matter of law, or otherwise, both as to action in an Indemnified Party’s official capacity and to action in another capacity, and shall continue as to an Indemnified Party who has ceased to have an official capacity and shall inure to the benefit of the heirs, successors, and administrators of such Indemnified Party. The Indemnified Parties may consult with counsel, accountants, and other experts selected by them, and any advice of an independent counsel, independent accountant, or independent expert (which may be counsel, accountant or expert for the Partnership) shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by them hereunder in good faith and in accordance with such advice. The General Partner is authorized on behalf of the Partnership to advance reasonable expenses, including legal fees, for which any Indemnified Party may be entitled under this Agreement to be indemnified upon receipt of an unsecured undertaking by such Indemnified Party to repay such advances if it is ultimately determined by a court of proper jurisdiction that indemnification for such expenses is not permitted by law or authorized by this Agreement. Any indemnity under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim 3.6 shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or from Partnership assets and no Limited Partner shall have any further liability 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 11account thereof.

Exculpation; Indemnification. Notwithstanding (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and, notwithstanding any other provisions provision of this Agreement, whether express shall not be responsible for any action of the Board of Directors in following or implieddeclining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. Notwithstanding any other provision of this Agreement, the Manager, its members, managers, officers and employees will not be liable to any of the Companies, to the Board of Directors, or any obligation of the Companies’ stockholders, members or duty at law partners for any acts or in equityomissions by the Manager, neither the Sole Member, nor any officersits members, directors, managers, officers or employees, pursuant to or in accordance with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement. (b) The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members, directors, managers, officers and employees and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and expenses) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement. (c) The Manager shall, to the full extent lawful, reimburse, indemnify and hold the Companies, their respective stockholders, directors, members, partners, employeesofficers and employees and each other Person, affiliatesif any, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of controlling the Company (individuallyeach, a “Covered Person” andCompany Indemnified Party”), collectivelyharmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and expenses) in respect of or arising from the “Covered Persons”Manager’s bad faith, willful misconduct or gross negligence or any claims by Manager’s employees relating to the terms and conditions of their employment by Manager. (d) The Manager shall not be liable to the Company Companies, the Independent Directors, or any other person of the Companies’ stockholders, members, or partners for any acts performed or omissions to act by any of the Companies in connection with the money or omission (other property released to any of the Companies in relation to accordance with the Company, its property or the conduct provisions of its business or affairs, Section 17 of this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person 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 by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by law, the Company The Companies shall indemnify the Manager and hold harmless each Covered Person from its members, managers, officers and employees against any and all civilexpenses, criminal, administrative or investigative losses, claimsdamages, liabilities, demands, liabilitiescharges and claims of any nature whatsoever, expenses, judgments, fines, settlements and which arise in connection with the Manager’s release of such money or other amounts arising from property to any and all claims, demands, actions, suits or proceedings (“Claims”), 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 Companies in accordance with the terms of Section 17 of this Agreement. (e) The provisions of this Section11 shall survive the Company expiration or which relates to or arises out earlier termination of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by 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 11Agreement.

Exculpation; Indemnification. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither (a) Except as the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents result of the Sole Membergross negligence, willful misconduct, fraud or bad faith of such person in the performance of any managerof such person’s obligations hereunder, officerto the greatest extent permissible under applicable law, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) no Indemnified Party shall be liable to the Company or any other person Person holding all or any portion of a Membership Interest in the Company for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted Loss suffered by a Covered Person 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 or such Person that arises out of authority granted to such Covered Person by the Company, provided such act any action or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. inaction of any Indemnified Party. (b) To the fullest greatest extent permitted by permissible under applicable law, the Company shall indemnify and hold harmless indemnify, to the extent of its assets, each Covered Person from and Indemnified Party against all Losses incurred by any and all civilof them in connection with any liability or obligation of the Company or the Subsidiaries, criminalincluding amounts paid in satisfaction of judgments, administrative or investigative losses, claims, demands, liabilities, expenses, judgmentssettlements, fines, settlements penalties and expert witness and counsel fees reasonably incurred in connection with the defense or disposition of any action, suit or other amounts arising from proceeding, whether civil or criminal or investigative, pending or threatened, before any and all claims, demands, actions, suits court or proceedings (“Claims”)administrative or legislative body, in which the Covered Person such Indemnified Party may be involved, or threatened to be involved, may have been involved as a party or otherwiseotherwise or with which such Indemnified Party may be or may have been threatened. Notwithstanding the foregoing, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person indemnification shall not be entitled paid to indemnification under this Section 11 any Indemnified Party with respect to (i) any Claim Losses to the extent caused by an act or omission involving willful misconduct, fraud, gross negligence or bad faith on the part of such Indemnified Party or its Affiliates in the performance of any of such Indemnified Party’s or Affiliate’s obligations hereunder, (ii) expert witness and counsel fees incurred in connection with a dispute between J▇▇▇▇▇▇▇ and its Affiliates, on the one hand, and Investor and its Affiliates, on the other hand, and (iii) any obligation of any Indemnified Party with respect to which such Covered Person has engaged in fraudany guaranty, willful misconduct, surety or similar obligations under any of the Financing Documents other than standard nonrecourse carve-out guarantees relating to “bad faith boy” acts. (c) The Company shall pay or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to reimburse all expenses reasonably incurred by the Board Indemnified Party in connection with any such aforementioned action, suit or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company proceeding in advance of the final disposition of such Claim upon receipt action, suit or proceeding; provided that the Company has first received a written undertaking by such Indemnified Party (and, if such Indemnified Party is a wholly owned Person, such Person’s parent Entity) to repay such expenses so advanced by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall ultimately be ultimately determined that such Covered Person is the standard for indemnification has not been met. In the event the Company refuses to indemnify any Indemnified Party who may be entitled to be indemnified or to have expenses advanced under this Section 15.1, such Indemnified Party shall have the right to maintain an action in any court of competent jurisdiction against the Company to determine whether or not such Person is entitled to such indemnification or advancement of expenses hereunder. If such court action is successful and the Indemnified Party is determined to be entitled to such indemnification or advancement of expenses, such Indemnified Party shall be reimbursed by the Company as authorized for all fees and expenses (including attorneys’ fees) actually and reasonably incurred in connection with any such action (including the investigation, defense, settlement or appeal of such action). The indemnification and the advancement of expenses provided by this Section 1115.1 shall not be exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, or any agreement, vote of Members, policy of insurance or otherwise. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 15.1 shall continue as to an Indemnified Party who has ceased to be a Member or Manager of the Company, and as to an Indemnified Party who has ceased serving at the request of the Company as a director, officer or in any other comparable position of any Subsidiary or other Person, and shall inure to the benefit of the heirs, executors and administrators of such Indemnified Party. (d) Notwithstanding anything to the contrary herein, the Manager shall not, in its capacity as the Manager, and no other Person serving at the request of the Company as a director, officer or in any other comparable position of any Subsidiary or other Person, (i) have any fiduciary duties or other liability to any to any Member of the Company in connection with its service as such; nor (ii) in such capacity, be liable to the Company or its Members for consequential, special, exemplary, punitive, indirect or other damages (other than actual damages), including loss of profit, irrespective of whether such damages were reasonably foreseeable.

Exculpation; Indemnification. Notwithstanding any other (a) Except as otherwise required by law or the provisions of this Agreement, whether express or impliedno Member (including the Managing Member), or any obligation of the Company’s current or duty at law or in equity, neither the Sole Member, nor any officersformer owners, directors, stockholdersmanagers, partnersAffiliates, employeesofficers or agents, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) ), if any, shall be liable to the Company or to any other person Member for any act debts, liabilities or omission (obligations of the Company, whether arising in relation contract, tort or otherwise, by virtue of such ownership relationship. In addition, except as otherwise required by law or the provisions of this Agreement, no Covered Person shall be liable to the Company and the Company shall indemnify such Persons for any action taken, or omitted to be taken, in good faith and in a manner reasonably believed to be in or not opposed to the best interest of the Company and, with respect to any criminal action or proceeding, for any action taken, or omitted to be taken, with no reasonable cause to believe that the conduct was unlawful, in each case except to the extent of the Person’s Bad Conduct or to the extent such action taken or omitted to be taken constitutes a Duty Breach or a material breach of other material contract between such Person and the Company. Except as expressly set forth herein, no Member shall have to make any contributions or deliver any letters of credit, guaranties or other property. Except as expressly set forth in Section 3.3(c), nothing in this Agreement shall be construed to make any Member liable for any losses or debts of the Company in excess of such Member’s Capital Contributions already made, or required to be made in accordance with this Agreement, to the Company. (b) No Affiliate of any Member (including, its property the Managing Member) shall have personal liability for the obligations of such Member hereunder or otherwise, except as provided herein or under applicable law or in a written agreement, the conduct parties to which include such Affiliate and the Company. (c) Nothing in this Agreement, expressed or implied, is intended or shall be construed to give to any creditor of its business the Company or affairsto any creditor of any Member or any other Person whatsoever (other than (i) the Members, (ii) the Company, (iii) the REIT Investor, in the case of Section 2.9, (iv) the Company Group, in the case of Section 3.3(c), (v) Covered Persons, in the case of Section 8.1(a), (vi) Company Service Providers, in the case of Section 11.14, and (vii) ▇▇▇▇▇ ▇▇▇▇▇▇, in the case of Section 11.17) any legal or equitable right, remedy or Claim under or in respect of this Agreement or any covenant, condition or provisions herein contained, and, except as expressly set forth in this Agreement, such provisions are and shall be held to be for the sole and exclusive benefit of the Members and the Company. (d) In accordance with the Act, a member of a limited liability company may, under certain circumstances, be required to return to the Company for the benefit of Company creditors amounts previously distributed to it as a return of capital. It is the intent of the Members that a distribution to any Member be deemed a compromise within the meaning of Section 18-502(b) of the Act and not a return or withdrawal of capital, even if such distribution represents, for income tax purposes or otherwise (in full or in part), a distribution of capital, and no Member shall be obligated to pay any such amount to or for the account of the Company or any creditor of the Company, except as provided in this Section 8.1. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any related document or Member is obligated to make any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person 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 payment, such Covered Person by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), 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 the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim obligation shall be paid by the Company in advance of the final disposition obligation 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 11Member.

Exculpation; Indemnification. Notwithstanding (a) Neither the Manager nor any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Memberits respective affiliates, nor any of their respective officers, directors, stockholders, partners, employeesemployees or agents, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable liable, in damages or otherwise, to the Company or any other person Corporation for any act or omission (in relation performed or omitted by any such person pursuant to the Company, its property or the conduct of its business or affairs, authority granted by this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that except if such act or omission is results from gross negligence, willful misconduct or bad faith, or a knowing and material violation of the provisions of this Agreement. The Manager shall be entitled to rely in or is not contrary good faith on the advice of counsel to the best interests of Corporation, the Company and is within the scope of authority granted to such Covered Person Corporation's accountants or other independent experts retained by the CompanyCorporation experienced in the matter at issue, provided such and any act or omission does not constitute fraudof the Manager in reasonable reliance on such advice shall in no event subject the Manager to liability to the Corporation. (b) The Corporation, willful misconduct, bad faith or gross negligence. To to the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person the Manager, its affiliates, and their respective officers, directors, partners, employees and agents (collectively, the "Indemnified Persons") from and against any and all civilclaims or liabilities of any nature whatsoever, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements including legal fees and other amounts expenses reasonably incurred, arising from any and all claims, demands, actions, suits or proceedings (“Claims”), in which the Covered Person may be involvedout of, or threatened to be involved, as a party in connection with any action taken or otherwise, omitted by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered any such Indemnified Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of the Corporation pursuant to authority granted by this Agreement, except where found by a court of competent jurisdiction to be attributable to the gross negligence, willful misconduct or bad faith of any such Covered person, or a knowing and material violation by such person of the provisions of this Agreement. (c) Any Indemnified Person entitled to repay indemnification from the Corporation hereunder shall obtain the written consent of the Board of Directors of the Corporation prior to entering into any compromise or settlement which would result in an obligation of the Corporation to indemnify such amount if Indemnified Person. If such Indemnified Person shall actually recover any amounts under any applicable insurance policies, it shall be ultimately determined that such Covered Person is not entitled to be indemnified offset the net proceeds so received against any amounts owed by the Company as authorized Corporation by reason of the indemnification provided hereunder or, if all such amounts shall have been paid by the Corporation in full prior to the actual receipt of such net insurance proceeds, it shall pay over such proceeds (up to the amount of indemnification paid by the Corporation to such Indemnified Person) to the Corporation. (d) The satisfaction of any indemnification pursuant to this Section 115 shall be from and limited to Corporation assets.

Exculpation; Indemnification. Notwithstanding any other provisions (a) Unless otherwise required by law, none of this Agreement, whether express or implied, the Managing Agent or any obligation or duty at law or in equity, neither the Sole MemberInsight Representatives, nor any officersentity controlled by them, directorsnor any officer, stockholdersdirector, partnersstockholder, employeespartner, affiliatesprincipal, representatives member or agents employee of any of the Sole Member, or foregoing (including any manager, former officer, director, stockholder, partner, principal, member or employee, representative ) (each such entity or agent of the Company (individually, person referred to herein as a “Covered Person” and, collectively, the “Covered Persons”) shall be liable have any liability to the Company Partnership or to any Partner for any loss suffered by the Partnership or any other person for Partner which arises out of any act or omission or alleged act or omission of the Covered Person lithe Covered Person acted in good faith and if such course of conduct did not constitute willful malfeasance, gross negligence or reckless conduct of, or a knowing violation of the Law by, the Covered Person. Each Covered Person shall be indemnified by the Partnership against any losses, judgments, liabilities, claims, damages, costs, expenses (including reasonable legal fees and other expenses actually incurred in relation to the Companyinvestigation or defending against any such losses, its property judgments, liabilities or the conduct of its business or affairs, claims and expenses actually incurred enforcing this Agreement) and amounts paid in settlement of any claim (approved in advance and in good faith by the General Partner, which approval shall not be unreasonably withheld, conditioned or delayed) sustained by any related document of them by reason of any act or omission or alleged act or omission in connection with the activities of the Partnership (including any transaction subsidiaries thereof) unless there is a final judicial determination by a court of competent jurisdiction to which all rights of appeal have been exhausted or investment contemplated hereby expired that the same were the result of willful malfeasance, gross negligence or thereby) taken reckless conduct on the part of, or omitted a knowing violation of the Law by, the Covered Person. The Covered Person may rely in good faith upon the advice of legal counsel. The foregoing indemnification obligation, including the exceptions thereto, shall also apply to any act or omission and alleged act or omission by a Covered Person who is or was an officer or director or who is or was in any other position of the General Partner, partnership or any subsidiary thereof at the request of the Partnership of the Managing Agent. The Covered Person shall use reasonable belief efforts to obtain indemnification from all other reasonably available sources before seeking indemnification from the Partnership. (b) To the extent available on commercially reasonable terms, the Managing Agent may purchase, at the Partnership’s expense, insurance (including without limitation, liability insurance policies and errors and omissions policies) to cover any liabilities covered by this Section 8 in such amount and with such deductibles as the Managing Agent may determine in its reasonable discretion; provided, however, that the failure to obtain such act or omission is in or is insurance shall not contrary affect the right to indemnification of any Covered Person. Any such insurance may extend beyond the termination of the Partnership for a commercially reasonable period. The Partnership shall be subrogated to the best interests Covered Person’s rights under such indemnification or insurance. If any Covered Person recovers any amounts in respect of the Company and is within the scope of authority granted to any such liabilities from insurance coverage or any third party source, then such Covered Person shall, to the extent that such recovery is duplicative, reimburse the Partnership for any amounts previously paid to it by the CompanyPartnership in respect of such liabilities. The Partnership shall not incur the cost of that portion of any insurance, provided such act or omission does not constitute fraudother than public liability insurance, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and which insures any party against any liability the indemnification of which is herein prohibited. (c) The right of indemnification hereby provided shall not be exclusive of, and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and shall not affect any other amounts arising from rights to which any and all claims, demands, actions, suits or proceedings (“Claims”), in which the Covered Person may be involved, or threatened entitled. Nothing contained in this Section 8 shall limit any lawful rights to be involved, as a party or otherwise, indemnification existing independently of this Section 8. (d) The indemnification rights provided by reason of its management this Section 8 shall inure to the benefit of the affairs heirs, executors, administrators, successors and assigns of the Company or which relates each Covered Person. (e) The provisions of this Section 8 shall continue to or arises out of the Company or its property, business or affairs. A afford protection to each Covered Person shall not be regardless of whether such Covered Person remains in the position or capacity pursuant to which such Covered Person became entitled to indemnification under this Section 11 with respect 8 and regardless of any subsequent amendment to (i) any Claim with respect this Agreement; provided, however, that no such amendment shall reduce or restrict the extent to which the indemnification provisions of this Section 8 apply to actions taken or omissions made or alleged actions taken or omissions made prior to the date of such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or amendment. (iif) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by The provisions of this Section 8 shall survive the Board or termination of this Agreement and the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance dissolution and termination 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 11Partnership.

Exculpation; Indemnification. Notwithstanding any other provisions provision of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither no person who is the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives Member or agents of the Sole Member, or any manager, an officer, director, equity holder, partner, employee, affiliate, representative or agent of the Company or the Member, in each case, after the Closing (individuallyas such term is defined in that certain Membership Interest Purchase Agreement dated February 23, 2015 between Talos Energy LLC and the persons identified on Schedule 2.1 thereto) (each, a “Covered Person” and”), collectively, the “Covered Persons”) shall be liable to the Company or to any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person 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 by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith faith, or gross negligence. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), in which the such 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 the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (ia) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (iib) any Claim initiated by such Covered Person unless such Claim (or part thereof) (Ai) was brought to enforce such Covered Person’s rights to indemnification hereunder or (Bii) was authorized or consented to by the Board or the Sole MemberCompany. Expenses incurred by a Covered Person in defending any Claim shall be paid by 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 11.

Exculpation; Indemnification. Notwithstanding any other provisions (i) After the Closing Date, Buyer shall cause the Company and its Subsidiaries to, and the Company shall, and shall cause its Subsidiaries to, exculpate (to the greatest extent permitted by applicable law) and indemnify, defend and hold harmless each of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, present and former directors, stockholdersmanagers, partners, employees, affiliates, representatives or agents officers and controlling Persons of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act of its Subsidiaries (each of them acting in such capacity at or omission (in relation prior to the CompanyClosing) against all Adverse Consequences against such Person for actions or omissions in his or her capacity as an officer, its property director, manager or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered controlling Person 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 or any of authority granted to such Covered Person by the Companyits Subsidiaries arising out of any claim, provided such act action, suit, proceeding or omission does not constitute fraudinvestigation, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all whether civil, criminal, administrative or investigative lossesinvestigative, claimsarising out of matters existing or occurring at or prior to the Closing Date to the fullest extent permitted under applicable law. (ii) For a period of at least six (6) years commencing from the Closing Date, demands, liabilities, expenses, judgments, fines, settlements Buyer shall pay for officers’ and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), in which directors’ liability insurance covering the Covered Person may be involved, or threatened to be involvedPersons who are, as a party or otherwiseof and prior to the Closing Date, covered by reason of its management of the affairs officers’ and directors’ liability insurance policies of the Company or and its Subsidiaries with respect to actions and omissions occurring prior to and on the Closing Date, with benefits, levels of coverage and other terms which relates are no less favorable to or arises out such Persons than the terms of such current insurance in effect for the Company and its Subsidiaries prior to the Closing. In the event that any Person is or would have been entitled to coverage under an officers’ and directors’ liability insurance policy pursuant to this Section 6(e)(ii) and such policy has lapsed, not been purchased, terminated or is otherwise in breach or default or affords lesser coverage than is required by this Section 6(e)(ii) as a result of any failure by the Company to maintain and fulfill its propertyobligations pursuant to this Section 6(e)(ii) or for any other reason, business Buyer shall pay, or affairs. A Covered shall cause the Company to pay, such Persons such amounts and provide any other coverage or benefits as such Persons would have received pursuant to such policy. (iii) If (but only if) for any reason the indemnity provided for in this Section 6(e) is unavailable to any such Person entitled to indemnification or is insufficient to hold each such Person harmless from all such Adverse Consequences, then Buyer shall contribute to the amount paid or payable by such Person in such proportion as is appropriate to reflect not only the relative benefits received by the Company and its Subsidiaries, on the one hand, and such Person, on the other hand, but also the relative fault of such Persons, as well as any relevant equitable considerations. (iv) The provisions of this Section 6(e) are intended to be for the benefit of, and will be enforceable by, each such Person entitled to indemnification under this Section 11 with respect 6(e), his or her heirs and his or her representatives, and the obligations of Buyer and the Company under this Section 6(e) shall not be terminated or modified in such manner as to adversely affect any such Person to whom this Section 6(e) applies without the consent of such affected Person. The rights of each such Person entitled to indemnification under this Section 6(e), and his or her heirs and his or her representatives, shall be in addition to any rights such Persons may have under the Governing Documents of the Company and its Subsidiaries, or under any applicable contracts or agreements, or under any applicable law. (v) In the event Buyer, the Company or any of their respective successors or assigns (i) consolidates with or merges into any Claim with respect to which other Person and shall not be the continuing or surviving corporation or entity in such Covered Person has engaged in fraud, willful misconduct, bad faith consolidation or gross negligence merger or (ii) transfers all or substantially all of its properties and assets to any Claim initiated by Person, then, and in either such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by case, proper provision shall be made so that the Board successors and assigns of Buyer or the Sole Member. Expenses incurred by a Covered Person in defending any Claim Company, as the case may be, shall be paid by the Company in advance assume all 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 obligations set forth in this Section 116(e).

Exculpation; Indemnification. Notwithstanding any other provisions (a) None of this Agreement, whether express or implied, Wexford or any obligation of its affiliates or duty at law or in equitytheir respective members, neither the Sole Member, nor any officers, directors, stockholders, partners, employeesemployees and agents including without limitation the Employees, affiliates(each, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a an “Covered Person” and, collectively, the “Covered PersonsIndemnified Party”) shall be liable to the Company Group (or any other its officers or shareholders) (i) for mistakes of judgment or for action or inaction or for losses due to such mistakes, action or inaction so long as such person for any act or omission (acted honestly and in relation to the Company, its property or the good faith and reasonably believed that his conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person was in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company Group, (ii) for losses due to the negligence, dishonesty or bad faith of any agent of the Company Group who was selected, engaged, employed or retained by any Indemnified Party on behalf of the Company Group, provided that such Indemnified Party exercised reasonable care in selecting, engaging, employing or retaining such agent and is within the scope of authority granted such Indemnified Party has not caused such agent to such Covered Person be entitled to indemnification by the CompanyCompany Group for recklessness, provided such act bad faith, gross negligence or omission does not constitute fraud, willful misconduct, bad or (iii) for any action or inaction which such person reasonably believed was unrelated to the Company Group or related to the provision of services to an entity other than the Company Group. Each Indemnified Party may consult with counsel and accountants in respect of the affairs of the Company Group and be fully protected and justified in any action or inaction which is taken in good faith reliance upon the advice or gross negligenceopinion of such counsel or accountants, provided that they shall have been selected with reasonable care. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 6(a) shall not be construed to relieve (or attempt to relieve) any Indemnified Party of any liability, 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 Section 6(a) to the fullest extent permitted by law. (b) To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person Indemnified Party from and against any and all civil, criminal, administrative loss or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits expense suffered or proceedings (“Claims”), in which sustained by an Indemnified Party with respect to events occurring on or after the Covered Person may be involved, or threatened to be involved, as a party or otherwise, date hereof by reason of its management the fact that he or it is or was an Indemnified Party, including without limitation any judgment, settlement, reasonable attorneys’ fees and other costs and expenses incurred in connection with the defense of any actual or threatened action or proceeding (collectively, “Losses”). To the affairs of fullest extent permitted by law, the Company shall promptly advance to any Indemnified Party reasonable attorney’s fees and other costs and expenses incurred in connection with the defense of any action or proceeding for which relates such person may be entitled to or arises out of indemnification. In the event that such advance is made by the Company, the Indemnified Party shall agree to reimburse the Company or its propertyfor such fees, business or affairs. A Covered Person shall costs and expenses to the extent that it was not be entitled to indemnification under this Section 11 6(b) and as otherwise required by law. (c) The provisions of this Section 6 shall survive any termination of this Agreement. (d) The determination that an Indemnified Party did not act honestly and in good faith with respect a view to the best interests of the Company Group or, in the case of criminal proceedings, such Indemnified Party had reasonable cause to believe that such conduct was unlawful shall be made only in a final judgment by a court of competent jurisdiction (not subject to further appeal). (e) In order to provide for just and equitable contribution, if a claim for indemnification pursuant to this Agreement is made but there is a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then (i) any Claim with respect the Company Group, on the one hand, and the Indemnified Party, on the other hand, shall contribute to the Losses to which such Covered Person has engaged Indemnified Party may be subject in fraudaccordance with the relative benefits received by the Company Group, willful misconducton the one hand, bad faith or gross negligence or and such Indemnified Party, on the other hand, or, (ii) any Claim initiated if the allocation provided by clause (i) above is not permitted by applicable law, in such Covered Person unless proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company Group, on the one hand, and such Claim (Indemnified Party, on the other hand, in connection with the statements, acts or part thereof) (A) was brought to enforce omissions which resulted in such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by Losses, and the Board or the Sole Memberrelevant equitable considerations shall also be considered. Expenses incurred by a Covered Person in defending any Claim shall be paid The relative benefits received by the Company Group, on the one hand, and the Indemnified Party, on the other hand, shall be deemed to be in advance of the final disposition of such Claim upon receipt same respective proportions as gross annual income earned by the Company Group during the relevant year and the annual Base Management Fee and Supplemental Management Fee payable to Wexford during such year; provided that under no circumstances shall the Indemnified Parties be collectively responsible for any contribution in excess of an undertaking the amount received by or on behalf Wexford as compensation under this Agreement during the relevant year. (f) In respect of such Covered Person any payment that the Company is obligated to repay such amount if it make to Wexford under this Agreement, including without limitation under this Section 6, the other entities of the Company Group shall be ultimately determined secondarily liable, on a joint and several basis, for any amount that either the Company or any receiver in bankruptcy, as the case may be, either (i) refuses to pay, (ii) is unable to pay, on a current basis, due to insolvency, bankruptcy or the like, or (iii) is barred from paying by a court or otherwise, provided that such Covered Person is other entity or entities are not entitled to be indemnified by the Company as authorized by this Section 11likewise barred.

Exculpation; Indemnification. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”a) The Control Party shall not be liable for any action it takes or omits to take in good faith and in the Company absence of its gross negligence or any other person willful misconduct (as determined by a court of competent jurisdiction in a final, non-appealable order) which it believes to be authorized or within its rights or powers under the Transaction Documents. The Control Party shall not be responsible for any act or omission (in relation to of the CompanyIssuer, its property the Manager, the Backup Manager, the Payment Agent, the Note Registrar, the Indenture Trustee, the Controlling Class Representative, the Noteholders or the conduct any other Person. In no event shall any party or any of its business directors, officers, employees, partners or affairsagents be liable for any special, this Agreement, indirect or consequential damages from any related document or any transaction or investment contemplated hereby or thereby) action taken or omitted to be taken by a Covered Person it or them hereunder or in connection herewith even if advised of the possibility of such damages and regardless of the form of action. No provision of this Agreement or the Transaction Documents shall require the Control Party to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers under the Transaction Documents if it shall have reasonable belief grounds to believe that repayment of such act funds or omission is in indemnity satisfactory to it against such risk or liability is not contrary reasonably assured to it. The Control Party may conclusively rely, as to the best interests truth of the Company and is within statements expressed therein, upon any order, written instruction, notice, request, direction, certificate, consent, report, affidavit, statement, or other paper, document or communication, reasonably believed by it in good faith to be genuine, from the scope of authority granted to such Covered Person by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by lawIssuer, the Company Manager, the Backup Manager, the Payment Agent, the Note Registrar, the Indenture Trustee, the Controlling Class Representative or any Noteholder or given by such any such Person and sent, delivered or directed to the Control Party pursuant to the Transaction Documents. The Control Party shall be protected in acting upon any such order, written instruction, notice, request, direction, certificate, consent, report, affidavit, statement, or other paper, document or communication. The Control Party may consult with counsel satisfactory to it and the advice of such counsel or any opinion of counsel shall constitute full and complete authorization and protection of the Control Party with respect to any action taken, omitted to be taken, or suffered by it hereunder in good faith and in accordance with and in reliance upon the advice of such counsel. No party shall be liable for any default resulting from force majeure, which shall be deemed to include any circumstances beyond the reasonable control of the party affected. (b) The Issuer shall indemnify the Control Party and hold harmless each Covered Person its successors, assigns, agents, directors, officers, managers, members, partners, shareholders and employees (collectively, the “Control Party Indemnified Parties”) from and against against, any and all civilliabilities, criminalobligations, administrative or investigative losses, damages, taxes, claims, demandsactions and suits, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claimsreasonable costs, demandsexpenses and disbursements (including reasonable legal fees and expenses, actionsincluding legal fees and expenses in connection with the enforcement of their indemnification rights thereunder) of any kind and nature whatsoever (collectively, suits or proceedings (“ClaimsIndemnified Expenses”)) which may at any time be imposed on, in which the Covered Person may be involvedincurred by, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates asserted against any Control Party Indemnified Party in any way relating to or arises arising out of the Company Transaction Documents, other than Indemnified Expenses arising or resulting from the gross negligence, bad faith, fraud or willful misconduct of an Control Party Indemnified Party (as determined by a court of competent jurisdiction in a final, non-appealable order) or a material breach by the Control Party of its propertyobligations under the Transaction Documents (including, business without limitation, any failure of the representations and warranties made by the Control Party under the Transaction Documents or affairsin connection therewith to be true and correct in all material respects). A Covered Person shall not be entitled to indemnification under The indemnities contained in this Section 11 with respect to (i) 5 shall survive the resignation or termination of any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to Control Party Indemnified Party and the termination of this Agreement. All amounts payable by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim Issuer pursuant to this Section 5 shall be paid by as Securitization Operating Expenses solely in accordance with 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 Indenture (including Section 115.10 thereof).

Exculpation; Indemnification. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) No Trading Advisor Party shall be liable to the Company Manager, the Fund or their respective officers, directors, employees, representatives or controlling persons or any other person for of their successors or assigns, except by reason of acts or omissions constituting a material breach of this Agreement or due to their negligence or willful misconduct. Notwithstanding any act or omission (in relation to the Company, its property or the conduct provision of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary subject to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by applicable law, the Company duties and obligations of the Trading Advisor hereunder shall indemnify be due solely to the Fund and neither the Trading Advisor nor any of its Affiliates shall have any responsibility or liability whatsoever to any investor in the Fund or any Fund of Funds in connection with this Agreement and nothing in this Agreement, none of the services to be provided pursuant to this Agreement, nor any other matter, shall oblige the Trading Advisor to accept any responsibility or liability to the investors in the Fund or any Fund of Funds. The Fund and the Manager shall each severally indemnify, defend and hold harmless each Covered Person the Trading Advisor Parties from and against any and all civil, criminal, administrative or investigative losses, claims, demandsdamages, liabilities, expensescosts and expenses (including any reasonable investigatory, judgments, fines, settlements legal and other expenses incurred in connection with, and any amounts arising paid in, any settlement; provided that, as applicable, the Fund or the Manager shall have approved such settlement, collectively, “Trading Advisor Losses”), resulting from a demand, claim, lawsuit, action or proceeding relating to any of the Fund’s or the Manager’s actions or capacities, respectively, relating to the business or activities of the Fund pursuant to this Agreement; provided that neither the Fund nor the Manager shall be liable for such indemnification with respect to any Trading Advisor Losses incurred or assessed against any Trading Advisor Party to the extent such Trading Advisor Losses arise out of or result from such Trading Advisor Party’s negligence, willful misconduct or a material breach of this Agreement or of any fiduciary obligation to the Fund or from conduct of such Trading Advisor Party that was not done in good faith or in a manner such person reasonably believed to be in, or not opposed to, the best interests of the Fund. The termination of any demand, claim, lawsuit, action or proceeding by settlement shall not, in itself, create a presumption that the conduct in question was not undertaken in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Fund. The Trading Advisor shall indemnify, defend and hold harmless the Fund, the Manager, their respective affiliates and their respective directors, officers, employees, representatives and controlling persons (“▇▇▇▇▇▇▇ ▇▇▇▇▇ Parties”) from and against any and all losses, claims, demandsdamages, actionsliabilities (joint and several), suits or proceedings costs and expenses (including any reasonable investigatory, legal and other expenses incurred in connection with, and any amounts paid in, any settlement; provided that the Trading Advisor shall have approved such settlement, collectively, “Claims▇▇▇▇▇▇▇ ▇▇▇▇▇ Losses”), in which the Covered Person may be involvedresulting from a demand, claim, lawsuit, action or threatened proceeding relating to be involved, as a party or otherwise, by reason of its management any of the affairs actions or capacities of any Trading Advisor Party relating to the business or activities of the Company or which relates Fund pursuant to or arises out of this Agreement; provided that the Company or its property, business or affairs. A Covered Person Trading Advisor shall not be liable for such indemnification with respect to any such ▇▇▇▇▇▇▇ ▇▇▇▇▇ Losses incurred or assessed against any ▇▇▇▇▇▇▇ ▇▇▇▇▇ Party to the extent such ▇▇▇▇▇▇▇ ▇▇▇▇▇ Losses arise out of or result from such ▇▇▇▇▇▇▇ ▇▇▇▇▇ Party’s negligence, willful misconduct or a material breach of this Agreement or of any fiduciary obligation to the Fund or from conduct of such ▇▇▇▇▇▇▇ ▇▇▇▇▇ Party that was not done in good faith or in a manner such person reasonably believed to be in, or not opposed to, the best interests of the Fund. The termination of any demand, claim, lawsuit, action or proceeding by settlement shall not, in itself, create a presumption that the conduct in question was not undertaken in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Fund. The foregoing agreements of indemnity shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to an indemnified party. Any indemnification required by this Section 12, unless ordered or expressly permitted by a court, shall be made by the indemnifying party only upon a determination by independent legal counsel mutually agreeable to the parties hereto in a written opinion that the conduct which is the subject of the claim, demand, lawsuit, action or proceeding with respect to which indemnification is sought meets the applicable standard set forth in this Section 12. In the event that a person entitled to indemnification under this Section 11 12 is made a party to an action, suit or proceeding alleging both matters for which indemnification may be due hereunder and matters for which indemnification may not be due hereunder, such person shall be indemnified only in respect of the former matters. Promptly after receipt by any of the indemnified parties under this Agreement of notice of any demand, claim, lawsuit, action or proceeding, the indemnified party shall notify the indemnifying party in writing of the commencement thereof if a claim in respect thereof is to be made under this Agreement. Except to the extent that the indemnifying party is not materially prejudiced thereby, the omission so to notify shall relieve the indemnifying party from any obligation or liability which it may have to any such indemnified party under this Section. In the event that such demand, claim, lawsuit, action or proceeding is brought against a person indemnified under this Agreement, and the indemnified party is notified of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that the indemnifying party may wish, to assume the defense thereof, with respect counsel selected by the indemnifying party and approved by the indemnified person (provided that approval may not be unreasonably withheld), and after notice from the indemnifying party to (i) such indemnified person of the indemnifying party’s election so as to assume the defense thereof, the indemnifying party shall not be liable to such person under this Section for any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith legal or gross negligence or (ii) any Claim initiated other expenses subsequently incurred by such Covered Person person in connection with the defense thereof, unless the indemnifying party approves the employment of separate counsel by such Claim person (it being understood, however, that the indemnifying party shall not be liable for legal or part thereof) (A) was brought to enforce other expenses of more than one separate firm of attorneys for all such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to persons indemnified hereunder, which firm shall be designated in writing by the Board Trading Advisor or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by Manager, as 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 11case may be).

Exculpation; Indemnification. Notwithstanding any other provisions (a) None of this Agreement, whether express or implied, Wexford or any obligation of its affiliates or duty at law or in equitytheir respective members, neither the Sole Member, nor any officers, directors, stockholdersshareholders, partners, employeesemployees and agents, affiliatesincluding without limitation the Employees (each, representatives or agents of the Sole Memberan “Indemnified Party”), or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company Group (or any other its officers or shareholders) (i) for mistakes of judgment or for action or inaction or for losses due to such mistakes, action or inaction so long as such person for any act or omission (acted honestly and in relation to the Company, its property or the good faith and reasonably believed that his conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person was in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company Group, (ii) for losses due to the negligence, dishonesty or bad faith of any agent of the Company Group who was selected, engaged, employed or retained by any Indemnified Party on behalf of the Company Group, provided that such Indemnified Party exercised reasonable care in selecting, engaging, employing or retaining such agent and is within the scope of authority granted such Indemnified Party has not caused such agent to such Covered Person be entitled to indemnification by the CompanyCompany Group for recklessness, provided such act bad faith, gross negligence or omission does not constitute fraud, willful misconduct, bad or (iii) for any action or inaction which such person reasonably believed was unrelated to the Company Group or related to the provision of services to an entity other than the Company Group. Each Indemnified Party may consult with counsel and accountants in respect of the affairs of the Company Group and be fully protected and justified in any action or inaction which is taken in good faith reliance upon the advice or gross negligenceopinion of such counsel or accountants, provided that they shall have been selected with reasonable care. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 6(a) shall not be construed to relieve (or attempt to relieve) any Indemnified Party of any liability, 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 Section 6(a) to the fullest extent permitted by law. (b) To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person Indemnified Party from and against any and all civilloss or expense suffered or sustained by an Indemnified Party with respect to services rendered under this Agreement to the Company Group by or on behalf of an Indemnified Party, criminalincluding without limitation any judgment, administrative or investigative lossessettlement, claims, demands, liabilities, expenses, judgments, fines, settlements reasonable attorneys’ fees and other amounts arising from costs and expenses incurred in connection with the defense of any and all claimsactual or threatened action or proceeding (collectively, demands, actions, suits or proceedings (“ClaimsLosses”). To the fullest extent permitted by law, the Company shall promptly advance to any Indemnified Party reasonable attorney’s fees and other costs and expenses incurred in connection with the defense of any action or proceeding for which the Covered Person such person may be involvedentitled to indemnification. In the event that such advance is made by the Company, or threatened the Indemnified Party shall agree to be involved, as a party or otherwise, by reason of its management of the affairs of reimburse the Company or which relates for such fees, costs and expenses to or arises out of the Company or its property, business or affairs. A Covered Person shall extent that it was not be entitled to indemnification under this Section 11 6(b) and as otherwise required by law. (c) The provisions of this Section 6 shall survive any expiration or termination of this Agreement. (d) The determination that an Indemnified Party did not act honestly and in good faith with respect a view to the best interests of the Company Group or, in the case of criminal proceedings, such Indemnified Party had reasonable cause to believe that such conduct was unlawful shall be made only in a final judgment by a court of competent jurisdiction (not subject to further appeal). (e) In order to provide for just and equitable contribution, if a claim for indemnification pursuant to this Agreement is made but there is a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then (i) any Claim with respect the Company Group, on the one hand, and the Indemnified Party, on the other hand, shall contribute to the Losses to which such Covered Person has engaged Indemnified Party may be subject in fraudaccordance with the relative benefits received by the Company Group, willful misconducton the one hand, bad faith or gross negligence or and such Indemnified Party, on the other hand, or, (ii) any Claim initiated if the allocation provided by clause (i) above is not permitted by applicable law, in such Covered Person unless proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company Group, on the one hand, and such Claim (Indemnified Party, on the other hand, in connection with the statements, acts or part thereof) (A) was brought to enforce omissions which resulted in such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by Losses, and the Board or the Sole Memberrelevant equitable considerations shall also be considered. Expenses incurred by a Covered Person in defending any Claim shall be paid The relative benefits received by the Company Group, on the one hand, and the Indemnified Party, on the other hand, shall be deemed to be in advance of the final disposition of such Claim upon receipt same respective proportions as gross annual income earned by the Company Group during the relevant year and the amount received by Wexford as profit for the provision of an undertaking services under this Agreement during such year; provided that under no circumstances shall the Indemnified Parties be collectively responsible for any contribution in excess of the amount received by or on behalf Wexford as profit for the provision of such Covered Person services under this Agreement during the relevant year. (f) In respect of any payment that the Company is obligated to repay such amount if it make to Wexford under this Agreement, including without limitation under this Section 6, the other entities of the Company Group shall be ultimately determined secondarily liable, on a joint and several basis, for any amount that either the Company or any receiver in bankruptcy, as the case may be, either (i) refuses to pay, (ii) is unable to pay, on a current basis, due to insolvency, bankruptcy or the like, or (iii) is barred from paying by a court or otherwise, provided that such Covered Person is other entity or entities are not entitled to be indemnified by the Company as authorized by this Section 11likewise barred.

Exculpation; Indemnification. Notwithstanding any other provisions (a) None of this Agreementthe Manager, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, its affiliates nor any of their respective officers, shareholders, partners, directors, stockholderstrustees, partnersmembers, employeesmanagers, affiliates, representatives employees or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, "Affiliates") or the “Covered Persons”) legal representatives of any of them shall be liable to the Company for, and the Company will indemnify such persons with respect to, any cost or expense arising from mistakes of judgment or any other action or inaction that the person for any act or omission (in relation reasonably believes to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person be in the reasonable belief that such act or omission is in or is not contrary to the best interests interest of the Company and is within the scope of authority granted or for any losses due to such Covered Person mistakes, action or inaction or to the gross negligence, dishonesty or bad faith, of any employee, broker or other agent of the Manager, provided that such employee, broker or agent was selected, engaged or retained by the CompanyManager with reasonable care. The Manager and each Affiliate may consult with counsel and accountants in respect of Company affairs and be fully protected and justified in any action or inaction which is taken in accordance with the advice or opinion of such counsel or accountants, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross that they shall have been selected without negligence. To the fullest extent permitted by law, the . (b) The Company shall indemnify and hold harmless the Manager, each Covered Person Affiliate and the legal representatives of any of them (each, an "Indemnified Party"), from and against any and all civil, criminal, administrative loss or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits expense suffered or proceedings (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, sustained by an Indemnified Party by reason of the fact that she, he or it is or was an Indemnified Party, including, without limitation, any judgment, settlement, reasonable attorney's fees and other costs or expenses incurred in connection with the defense of any actual or threatened action or proceeding (collectively, "Losses"), provided that such Losses did not result from the gross negligence, willful misfeasance or bad faith of an Indemnified Party as finally determined by a court of competent jurisdiction and, in the case of criminal proceedings, the Indemnified Party had no reasonable cause to believe its management actions were unlawful. The Company shall advance to any Indemnified Party reasonable attorney's fees and other costs and expenses incurred in connection with the defense of the affairs of the Company any action or which relates to or proceeding that arises out of such conduct. In the event that such an advance is made by the Company, the Indemnified Party shall agree (or, if a party hereto, hereby agrees) to reimburse the Company or its propertyof such fees, business or affairs. A Covered Person costs and expenses to the extent that it shall be determined that it was not be entitled to indemnification under this Section 11 with respect 9(b). (c) Notwithstanding the foregoing subsections (a) and (b), to (i) the extent applicable, certain securities laws impose liabilities under certain circumstances on persons who act in good faith, and, therefore nothing herein shall in any Claim with respect to way constitute a waiver or limitation of any rights which either party hereto may have under such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by 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 11securities laws.

Exculpation; Indemnification. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person 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 by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), 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 the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 10 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by 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 1110.

Exculpation; Indemnification. Notwithstanding (i) None of the Holder Representative, any agent employed by it nor any other provisions Person shall incur any liability to any other Person by virtue of this Agreement, whether express the failure or implied, refusal of the Holder Representative for any reason to consummate the transactions contemplated hereby or relating to the performance of its other duties hereunder or any obligation of its omissions or duty at law actions with respect thereto or any determination made by the Holder Representative or any instruction given to the Holder Representative, except for actions omissions constituting gross negligence, intentional fraud or willful misconduct. Each of Buyer and ▇▇▇▇▇▇ Sub shall be entitled to rely on the acts, consents, instructions of or other document that ▇▇▇▇▇ and ▇▇▇▇▇▇ Sub in equitygood faith reasonably believe has been signed by the Holder Representative to the extent such acts, neither consents, instructions or other documents are within the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents ambit of the Sole Memberauthority granted to the Holder Representative hereunder. (ii) The Holder Representative shall have no obligations to make any payments, including on behalf of any Company Unitholder or any manager, officer, employee, representative or agent other Person. ▇▇▇▇▇ agrees that it will not look to the personal assets of the Holder Representative for the satisfaction of any obligations to be performed by the Company (individuallypre-Closing) or the Company Unitholders. The Holder Representative will incur no liability of any kind with respect to any action or omission by the Holder Representative in connection with the Holder Representative’s services pursuant to this Agreement and any agreements ancillary hereto, a “Covered Person” andexcept to the extent of liability resulting from the Holder Representative’s gross negligence, collectively, the “Covered Persons”) intentional fraud or willful misconduct. The Holder Representative shall not be liable for any action or omission pursuant to the advice of counsel or other advisors. The Company or any other person for any act or omission Unitholders will severally and not jointly (proportionately in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests accordance with their respective pro rata portion of the Company and is within the scope of authority granted to such Covered Person by the CompanyCash Consideration) indemnify, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by law, the Company shall indemnify defend and hold harmless each Covered Person the Holder Representative from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings Losses (“Claims”), 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 the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by 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 11.collectively,

Exculpation; Indemnification. Notwithstanding any other provisions (a) Subject to Section 1(g) of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) Advisor shall not be liable to the Company Partnership or any other person CMF under the terms of this Agreement for any act or omission (in relation failure to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) act taken or omitted by in good faith in a Covered Person in the reasonable belief that such act or omission is manner reasonably believed to be in or is not contrary opposed to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Company, provided Partnership if such act or omission does failure to act did not constitute fraudnegligence, willful bad faith, recklessness, intentional misconduct, bad faith a material breach of any representations or gross negligence. To warranties made by the fullest extent permitted Advisor in this Agreement, or in the case of each of ISAM USA or ISAM Europe, a breach of its fiduciary obligations to the Partnership as a commodity trading advisor. (i) In any threatened, pending or completed action, suit, or proceeding to which the Advisor, was or is a party or is threatened to be made a party arising out of or in connection with this Agreement or the management of the Partnership’s assets by lawthe Advisor or the offering and sale of units in the Partnership, the Company shall CMF shall, subject to subsection (b)(iii) of this Section 6, indemnify and hold harmless each Covered Person from and the Advisor against any loss, liability, damage, fine, penalty, obligation, cost, expense (including, without limitation, attorneys’ and accountants’ fees, collection fees, court costs and other reasonable legal expenses), judgments and awards and amounts paid in settlement actually and reasonably incurred by it in connection with such action, suit, or proceeding if the Advisor acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Partnership, and provided that its conduct did not constitute negligence, bad faith, recklessness, intentional misconduct, a material breach of any representations or warranties made by the Advisor in this Agreement or, in the case of each of ISAM USA or ISAM Europe, a breach of its fiduciary obligations to the Partnership as a commodity trading advisor, unless and only to the extent that the court or administrative forum in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all civilcircumstances of the case, criminalthe Advisor is fairly and reasonably entitled to indemnity for such expenses which such court or administrative forum shall deem proper; and further provided that no indemnification shall be available from the Partnership if such indemnification is prohibited by Section 16 of the Partnership Agreement. The termination of any action, suit or proceeding by judgment, order or settlement shall not, of itself, create a presumption that the Advisor did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Partnership. (ii) Without limiting subsection (b)(i) above, to the extent that the Advisor has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsection (b)(i) above, or in defense of any claim, issue or matter therein, CMF shall indemnify the Advisor against the expenses (including, without limitation, attorneys’ and accountants’ fees) actually and reasonably incurred by it in connection therewith. (iii) Any indemnification under subsection (b)(i) above, unless ordered by a court or administrative forum, shall be made by CMF only as authorized in the specific case and only upon a determination by independent legal counsel in a written opinion that such indemnification is proper in the circumstances because the Advisor has met the applicable standard of conduct set forth in subsection (b)(i) above. Such independent legal counsel shall be selected by CMF in a timely manner, subject to the Advisor’s approval, which approval shall not be unreasonably withheld. The Advisor will be deemed to have approved CMF’s selection unless the Advisor notifies CMF in writing, received by CMF within five days of CMF’s telecopying to the Advisor of the notice of CMF’s selection, that the Advisor does not approve the selection. (iv) In the event the Advisor is made a party to any claim, dispute or investigative losseslitigation or otherwise incurs any loss or expense as a result of, claimsor in connection with, demandsthe Partnership’s or CMF’s activities or claimed activities unrelated to the Advisor, liabilitiesCMF shall indemnify, defend and hold harmless the Advisor against any loss, liability, damage, cost or expense (including, without limitation, attorneys’ and accountants’ fees) actually and reasonably incurred by it in connection therewith. (v) As used in this Section 6(b), the term “Advisor” shall include the Advisor, its principals, shareholders, officers, directors, manager(s), member(s) partners and employees and the term “CMF” shall include the Partnership. (i) The Advisor agrees to indemnify, defend and hold harmless CMF, the Partnership and their affiliates against any loss, liability, damage, fine penalty, obligation, cost or expense (including, without limitation, attorneys’ and accountants’ fees, collection fees, court costs and other legal expenses), judgments and awards and amounts paid in settlement reasonably incurred by them (A) as a result of the material breach of any representations and warranties or covenants made by the Advisor in this Agreement, or (B) as a result of any act or omission of the Advisor relating to the Partnership if (1) there has been a final judicial or regulatory determination, or a written opinion of an arbitrator pursuant to Section 15 hereof, to the effect that such acts or omissions violated the terms of this Agreement in any material respect or involved negligence, bad faith, recklessness or intentional misconduct on the part of the Advisor (except as otherwise provided in Section 1(g)), or (2) there has been a settlement of any action or proceeding with the Advisor’s prior written consent. (ii) In the event CMF, the Partnership or any of their affiliates is made a party to any claim, dispute or litigation or otherwise incurs any loss or expense as a result of, or in connection with, the activities or claimed activities of the Advisor or its principals, officers, directors, manager(s), member(s) or employees unrelated to CMF’s or the Partnership’s business, the Advisor shall indemnify, defend and hold harmless CMF, the Partnership or any of their affiliates against any loss, liability, damage, fine, penalty, obligation, cost or expense (including, without limitation, attorneys’ and accountants’ fees, collection fees, court costs and other legal expenses), judgments, fines, settlements awards and other amounts arising from any and all claims, demands, actions, suits or proceedings including amounts paid in settlement incurred in connection therewith. (“Claims”), in which d) In the Covered Person may be involved, or threatened to be involved, as event that a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be person entitled to indemnification under this Section 11 6 is made a party to an action, suit or proceeding alleging both matters for which indemnification can be made hereunder and matters for which indemnification may not be made hereunder, such person shall be indemnified only for that portion of the loss, liability, damage, cost or expense incurred in such action, suit or proceeding which relates to the matters for which indemnification can be made. (e) None of the indemnifications contained in this Section 6 shall be applicable with respect to (i) any Claim with respect to which such Covered Person has engaged in frauddefault judgments, willful misconduct, bad faith confessions of judgment or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to settlements entered into by the Board party claiming indemnification without the prior written consent, which shall not be unreasonably withheld or delayed, of the Sole Member. Expenses incurred party obligated to indemnify such party. (f) The Advisor shall not be responsible for any loss or damage suffered by a Covered Person in defending the Partnership or CMF due to any Claim failure to fulfil its duties hereunder if such loss, damage or failure shall be paid caused by or directly or indirectly due to war damage, enemy action, terrorist attack, the Company in advance act of any government or other competent authority, riot, civil commotion, rebellion, ▇▇▇▇▇, ▇▇▇▇▇▇▇, pandemic, fire, disabling strike, power failure or suspension of dealing on relevant exchanges or other cause whether similar or not beyond the control of the final disposition Advisor. (g) Notwithstanding anything to the contrary contained herein, no party hereto shall, under any circumstances whatsoever, be liable for any special, punitive, incidental, indirect or consequential damages including loss of profits, whether or not such Claim upon receipt by the Company damage was reasonably foreseeable and whether arising in contract, tort or otherwise. (h) The provisions 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 116 shall survive the termination of this Agreement.

Exculpation; Indemnification. Notwithstanding (a) No Indemnified Party shall have any liability, responsibility or accountability, now or in the future (whether direct or indirect, in contract or tort or otherwise) to any other provisions of this Agreement, whether express Indemnified Party or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of to the Company for any losses, claims, damages, liabilities or expenses (individually, a “Covered Person” and, including fees and expenses of counsel) (collectively, the “Covered PersonsDamages”) shall be liable to asserted against or incurred by the Company or any Indemnified Party arising out of or in connection with the management or conduct of the business and affairs of the Company or any Indemnified Party, any activities of any Indemnified Party involving the offering and selling of securities in the Company, the management or conduct of the business and affairs of any Indemnified Party insofar as it relates to the Company, or any other acts reasonably believed by such Indemnified Party to be within the scope of authority conferred on such person by this Agreement, the Managing Member or the Officers, including, without limitation, activities of an Indemnified Party (i) which are for the account of such Indemnified Party, (ii) in respect of which such Indemnified Party profits in any manner, or (iii) in which such Indemnified Party failed or refused to perform any act, except for any act or omission (in relation failure to act pursuant to advice of the Companyindependent certified public accountant or legal counsel for the Company or required or prohibited by any government rule; provided, its property however, that the foregoing shall not relieve any Indemnified Party for Damages asserted against or incurred by the conduct of its business Company or affairs, this Agreement, any related document another Indemnified Party which resulted from a judgment or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief other final adjudication adverse to such Indemnified Party that establishes that such act acts (A) were in bad faith or omission is involved intentional misconduct or a knowing violation of law or (B) with respect to Indemnified Parties who are Officers or employees of the Company or employees of the Managing Member seconded to, employed by or an Officer of the Company or an officer or director of the Managing Member, were not reasonably believed by such Indemnified Party to be in or is not contrary opposed to the best interests of the Company and is within (collectively, the scope “Excluded Activities”). (b) The provisions set forth in Section 3.4(a) shall not apply to liability for any acts or omissions of authority granted an Indemnified Party determined by a judgment or other final adjudication adverse to such Covered Person by the Company, provided Indemnified Party that establishes that such act Indemnified Party personally gained in fact a financial profit or omission does other advantage to which such Indemnified Party was not constitute fraud, willful misconduct, bad faith or gross negligence. legally entitled. (c) To the fullest extent permitted by lawapplicable law as it presently exists or may hereafter be amended, the Company shall indemnify and hold harmless each Covered Person Indemnified Party from and against any and all civil, criminal, administrative Damages asserted against or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts incurred by such Indemnified Party arising from any and all claims, demands, actions, suits out of or proceedings in connection with (“Claims”), in which i) the Covered Person may be involved, management or threatened to be involved, as a party or otherwise, by reason of its management conduct of the business and affairs of the Company or which relates any Affiliate thereof, or the Managing Member, (ii) any activities of any Indemnified Party involving the offering and selling of securities in the Company; provided, however, that the foregoing indemnification shall not apply with respect to Excluded Activities committed by any such Indemnified Party. Any indemnification pursuant to this Section 3.4(c) shall only be made out of Company assets. (d) In the event that an Indemnified Party desires to assert its right to indemnification from the Company under this Section 3.4 the Indemnified Party will give the Company prompt notice of the claim giving rise thereto (a “Claim”), and the Company will undertake the defense thereof. The failure to promptly notify the Company hereunder shall not relieve the Company of its obligations hereunder, except to the extent that the Company is actually prejudiced by the failure to so notify the Company promptly. (e) The Indemnified Party shall not settle or arises out compromise any Claim without the written consent of the Company or its property, business or affairs. A Covered Person shall not be entitled unless the Indemnified Party agrees in writing to forego any and all claims for indemnification under this Section 11 from the Company with respect to such Claim. However, if the Company, within a reasonable time after notice of any such Claim, fails to defend such Claim, including by failing to employ counsel reasonably satisfactory to the Indemnified Party, the Indemnified Party will have the right to undertake the defense, compromise or settlement of such Claim on behalf of and for the account and risk of the Company. (f) If the Company has undertaken the defense of a Claim and if there is a reasonable expectation that (i) any a Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith may materially and adversely affect the Indemnified Party other than as a result of money damages or gross negligence other money payments or (ii) any Claim initiated the Indemnified Party or Parties may have legal defenses available to it or them that are different from or additional to the defenses available to the Company, the Indemnified Party shall nevertheless have the right, at the Company’s cost and expense, to defend such Claim. (g) To the fullest extent permitted by such Covered Person unless such Claim applicable law as it presently exists or may hereafter be amended, expenses (or part thereofincluding fees and expenses of counsel) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person an Indemnified Party in defending any Claim shall shall, from time to time, be paid advanced by the Company in advance of prior to the final disposition of such Claim upon receipt by the Company of an a written undertaking by or on behalf of such Covered Person the Indemnified Party to repay such amount if it shall be ultimately determined that such Covered Person the Indemnified Party is not entitled to be indemnified by the Company as authorized indemnification pursuant to this Section 3.4. (h) The indemnification provided by this Section 113.4 shall be in addition to any other rights to which an Indemnified Party may be entitled under any agreement, as a matter of law or otherwise, and shall continue as to an Indemnified Party who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of an Indemnified Party. (i) No amendment made to this Section 3.4 by this Agreement or any Prior Agreement shall affect the rights of any Person who was an Indemnified Party (as defined in the Prior Agreements) under any Prior Agreement.

Exculpation; Indemnification. Notwithstanding Subject to Section 9, the Advisor, any other provisions Sub-Advisor, each of this Agreementtheir respective directors, whether express or impliedtrustees, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directorsshareholders or members (and their shareholders or members, stockholdersincluding the owners of their shareholders or members), partnersagents, employees, affiliatescontrolling persons (as determined under the 1940 Act (“Controlling Persons”)), representatives any other person or agents entity Affiliated with the Advisor or Sub-Advisor (including each of their respective directors, trustees, officers, shareholders or members (and their shareholders or members, including the Sole Memberowners of their shareholders or members), agents, employees or Controlling Persons) and any managerother person or entity acting on behalf of, officer, employee, representative the Advisor or agent of the Company Sub-Advisor (individually, a each an “Covered PersonIndemnified Party” and, collectively, the “Covered PersonsIndemnified Parties”) shall not be liable to the Company or any other person shareholder thereof for any act action taken or omission omitted to be taken by the Advisor or any Sub-Advisor in connection with the performance of any of their duties or obligations under this Agreement or otherwise as an investment adviser of the Company (in relation except to the Companyextent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services), and the Company shall indemnify, defend and protect the Indemnified Parties (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in satisfaction of judgments, in compromises and settlement, 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 (“Losses”) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its property security holders) arising out of or otherwise based upon the conduct performance of its business any of the Indemnified Parties’ duties or affairs, obligations under this Agreement, any related document Sub-Advisory Agreement, or any transaction or otherwise as an investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests adviser of the Company to the extent such Losses are not fully reimbursed by insurance and is within otherwise to the scope fullest extent such indemnification would not be inconsistent with the Organizational Documents, the 1940 Act, the laws of authority granted to such Covered Person the State of New York and other applicable law. For any claims indemnified by the CompanyCompany under this Section 8, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To to the fullest extent permitted by by, and subject to the applicable conditions of, law, the Company shall indemnify promptly pay expenses (including legal fees and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), 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 the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person any Indemnified Party in appearing at, participating in or defending any Claim shall be paid by the Company action, suit, claim, demand or proceeding in advance of the final disposition of such Claim upon action, suit, claim, demand or proceeding, including appeals, promptly after receipt by the Company of an undertaking by a statement or on behalf of statements from the Indemnified Party requesting such Covered Person advance or advances from time to time. Each Indemnified Party hereby undertakes to repay such amount if any amounts advanced on its behalf (without interest) to the extent that it shall be is ultimately determined that such Covered Person the Indemnified Party is not entitled under this Agreement to be indemnified by the Company as authorized by Company. Such undertaking shall be unsecured and accepted without reference to the financial ability of the Indemnified Parties to make repayment and without regard to the Indemnified Parties’ ultimate entitlement to indemnification under the other provisions of this Section 11Agreement.

Exculpation; Indemnification. Notwithstanding any other provisions None of this Agreement, whether express the Investment Manager or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any its officers, principals, members, shareholders, directors, stockholders, partners, employees, affiliatesagents, members, affiliates or the legal representatives of any of them or agents of the Sole Membermanagers, members or any manageraffiliates (each, officer, employee, representative or agent of the Company (individually, a “Covered an "Indemnified Person” and, collectively, the “Covered Persons”") shall be liable to the Company for any acts or omissions or any other person error of judgment or for any act or omission (loss suffered by the Master Fund in relation to connection with the Company, its property or the conduct subject matter of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person 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 by the Company, provided such act or omission does not constitute fraud, except for loss resulting from willful misconductmisfeasance, bad faith or gross negligencenegligence in the performance by such Indemnified Person of obligations and duties hereunder. To the fullest extent permitted by law, the Company Master Fund shall indemnify and hold harmless each Covered Indemnified Person out of the assets of the Master Fund from and against any and all costs, losses, claims, damages, amounts paid in settlement, judgment or expense, liabilities, joint or several, including, without limitation, legal fees or other expenses reasonably incurred in the investigation or defense of any action, suit or proceeding (including civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), in proceedings) to which the Covered an Indemnified Person may be involved, or threatened to be involved, as a party or otherwiseotherwise be involved with or with which an Indemnified Person shall be threatened, by reason resulting in any way from the performance or non-performance of its management their duties hereunder, except those resulting from the willful misfeasance, gross negligence or bad faith of the affairs of the Company or which relates such Indemnified Person. The Master Fund shall advance to or arises reimburse an Indemnified Person (to the extent that the Master Fund has available assets and need not borrow to do so) reasonable attorney's fees and other costs and expenses incurred in connection with defense of any action or proceeding arising out of such performance or non-performance. The Investment Manager agrees, and each other Indemnified Person will agree, that in the Company or its propertyevent it receives any such advance, business or affairs. A Covered Person it shall reimburse the Master Fund for such fees, costs and expenses to the extent that it shall be determined that it was not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged 9. Notwithstanding the foregoing, nothing in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim this Section 9 shall be paid by deemed to constitute a waiver of any rights the Company Master Fund may have under U.S. federal securities laws (which may impose liability, under certain circumstances, even on persons who act 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 11good faith).

Exculpation; Indemnification. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”a) No Indemnified Person shall be liable to the Company or to the Members for any other person for losses, claims, damages or liabilities arising from any act or omission performed or omitted by such Indemnified Person arising out of or in connection with this Agreement or the Company’s business or affairs, except to the extent such loss, claim, damage or liability arises from such Indemnified Person’s fraud, gross negligence, willful misconduct, material violation of applicable Law, or material breach of this Agreement. (b) The Company shall indemnify each Member, the Manager, each Tax Representative and each of their respective officers, directors, managers, employees, members, partners, equity holders, controlling persons, agents, representatives, Affiliates, subsidiaries, successors and assigns (each, an “Indemnified Person”) to the fullest extent permitted by Law and save and hold them harmless from and in relation respect of all (i) fees, costs, taxes and expenses paid in connection with or resulting from any claim, action or demand against the Company or any Indemnified Person that arises out of or in any way relates to the Company, its property or the conduct of its properties, business or affairs, this Agreementand (ii) such claims, actions and demands and any related document losses or damages resulting from such claims, actions and demands, including amounts paid in settlement or compromise of any transaction such claim, action or investment contemplated hereby or thereby) taken or omitted by a Covered demand; provided, however, that the Company shall have no obligation to indemnify any Indemnified Person in the reasonable belief that such act or omission is in or is not contrary with respect to the best interests any of the Company and is within foregoing which arises from the scope of authority granted to such Covered Person by the Companyfraud, provided such act or omission does not constitute fraudgross negligence, willful misconduct, bad faith material violation of applicable Law or gross negligencematerial breach of this Agreement by such Indemnified Person or its controlled Affiliates. To In the fullest extent permitted by lawevent that a claim is raised against an Indemnified Person as to which such Indemnified Person reasonably believes that it is entitled to indemnification as aforesaid, then, pending any determination as to whether such Indemnified Person is in fact entitled to such indemnification, the Company shall indemnify pay the costs and hold harmless each Covered Person from and expenses of defending against any and all civilsuch claim, criminalincluding the cost of legal counsel in connection therewith; provided, administrative or investigative losseshowever, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), 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 the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by 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 that if it shall be ultimately is eventually determined that such Covered Indemnified Person is was not entitled to be indemnified by such indemnification, then such Indemnified Person shall promptly reimburse the Company as authorized by for any payments made to it on account of such indemnification. (c) Each Indemnified Person may consult with counsel and accountants in respect of the Company’s and any of its Subsidiaries’ affairs and be fully protected and justified in any action or inaction that is taken in good faith reliance on the advice or opinion of such counsel or accountants. (d) Notwithstanding anything to the contrary contained in this Section 11Agreement, no direct or indirect partner, officer, director, shareholder, member, manager, employee, agent or Affiliate of any Director or any Member shall have any liability of any kind, type, character, or nature arising out of this Agreement.

Exculpation; Indemnification. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) 9.1 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Fixed Income shall not be liable to the Company Fund or any other person ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ for any act error of judgment or omission (mistake of law or for any loss suffered by the Fund or ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ in relation to connection with the Company, its property or the conduct performance by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Fixed Income of its business or affairs, duties under this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by except a Covered Person in the reasonable belief that such act or omission is in or is not contrary loss resulting from a breach of fiduciary duty with respect to the best interests receipt of the Company and is within the scope of authority granted to such Covered Person by the Companycompensation for services, provided such act or omission does not constitute fraud, a loss resulting from willful misconductmisfeasance, bad faith or gross negligence. To negligence on the part of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Fixed Income or any of its officers, directors, employees or agents (collectively, the Affiliates) in the performance of their duties under this Agreement, or from reckless disregard by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Fixed Income or its Affiliates of their obligations or duties under this Agreement. 9.2 The Fund shall indemnify and hold harmless ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Fixed Income and its Affiliates (each, an Indemnified Person) against any and all losses, claims, damages or liabilities, joint or several, including, without limitation, reasonable attorneys fees and disbursements, reasonably incurred by them in connection with, or resulting from, their actions or inactions in connection with the performance of their duties under this Agreement, except those losses, claims, damages or liabilities resulting from willful misfeasance, bad faith or gross negligence in the performance by the Indemnified Persons of their duties under this Agreement, or the reckless disregard of their obligations or duties under this Agreement. 9.3 Notwithstanding any of the foregoing to the contrary, the provisions of this paragraph 9 shall not be construed so as to relieve the Indemnified Person of, or provide indemnification with respect to, any liability (including liability under Federal securities laws, which under certain circumstances, impose liability even on persons who act in good faith) to the extent (but only to the extent) that such liability may not be waived, limited or modified under applicable law or that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the provisions of this paragraph 9 to the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), 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 the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by 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 11.

Exculpation; Indemnification. Notwithstanding any other provisions of (a) In connection with this Agreement, whether express any Ancillary Agreement and the Transactions, and in exercising or impliedfailing to exercise all or any of the rights or powers conferred upon Seller Representative hereunder, Seller Representative shall incur no responsibility whatsoever to Buyer or any other member of the Buyer Group, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents member of the Sole MemberCompany Group, or any managerUnitholder or Blocker Seller whether by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with any such Ancillary Agreement, officer, employee, representative or agent except (i) any breach of the Company covenants and agreements of the Seller Representative set forth in Section 1.11, Section 6.04, Section 6.08 and Section 11.22 by the Seller Representative and (individually, ii) responsibility to a “Covered Person” Unitholder (other than the Blockers) or a Blocker Seller (and, collectivelyfor the avoidance of doubt, no other Person) for any act after the Closing which represents fraud, gross negligence or willful misconduct, in each case, of the Seller Representative. (b) Seller Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Unitholder or Blocker Seller. Seller Representative shall not be liable to the Unitholders and Blocker Sellers for any apportionment or distribution of payments made by Seller Representative in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Unitholder or Blocker Seller to whom payment was due, but not made, shall be to recover from other Unitholders (other than the Blockers) and Blocker Sellers any payment in excess of the amount to which they are determined to have been entitled. In dealing with this Agreement and any Ancillary Agreements, and in exercising or failing to exercise all or any of the powers conferred upon Seller Representative hereunder or thereunder, Seller Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of Seller Representative pursuant to such advice shall in no event subject Seller Representative to liability to any Unitholder or Blocker Seller. (c) Any action taken by Seller Representative on behalf of any Unitholder or Blocker Seller pursuant to Section 8.01 (an “Covered PersonsAuthorized Action”) shall be liable to the Company or any binding on such Person as fully as if such Person had taken such Authorized Action. Each Unitholder (other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or therebythan Blocker) taken or omitted by a Covered Person 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 by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by law, the Company Blocker Seller shall severally indemnify and hold harmless each Covered Person from Seller Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including any and all civilexpense whatsoever reasonably incurred in investigating, criminalpreparing or defending against any litigation, administrative commenced or investigative lossesthreatened, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from or any and all claims, demands, actions, suits or proceedings (“Claims”claims whatsoever), arising out of or in which connection with any Action or in connection with any appeal thereof, relating to the Covered Person may be involvedacts or omissions of Seller Representative under this Agreement or any Ancillary Agreement, or threatened to be involved, otherwise in its capacity as a party or otherwise, by reason Seller Representative. The foregoing indemnification shall not apply in the event of its management any Action which finally adjudicates the liability of the affairs Representative hereunder (but solely to the extent of the Company or which relates to or arises out of the Company or such liability) for its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or willful misconduct. In the event of any indemnification hereunder, upon written notice from Seller Representative to Unitholders and Blocker Sellers as to the existence of a deficiency toward the payment of any such indemnification amount, Unitholders and Blocker Sellers shall promptly deliver to Seller Representative (iiin reverse proportion to their entitlement to receive proceeds under the Distribution Schedule) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance full payment of the final disposition amount of such Claim deficiency. (d) All of the indemnities, immunities and powers granted to Seller Representative under this Agreement or any Ancillary Agreement shall survive the termination of this Agreement and the Closing. (e) The approval, adoption and execution of this Agreement shall also be deemed to constitute approval of all arrangements relating to the Transactions and to the provisions hereof or thereof binding 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 Unitholders (other than the Company as authorized by Blockers) and Blocker Sellers, including this Section 118.03.

Exculpation; Indemnification. Notwithstanding any other provisions (a) Subject to Section 1(g) of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) Advisor shall not be liable to the Company Partnership or any other person CMF under the terms of this Agreement for any act or omission (in relation failure to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) act taken or omitted by in good faith in a Covered Person in the reasonable belief that such act or omission is manner reasonably believed to be in or is not contrary opposed to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Company, provided Partnership if such act or omission does failure to act did not constitute fraudnegligence, willful bad faith, recklessness, intentional misconduct, bad faith a material breach of any representations or gross negligence. To warranties made by the fullest extent permitted Advisor in this Agreement, or in the case of each of ISAM USA or ISAM Funds, a breach of its fiduciary obligations to the Partnership as a commodity trading advisor. (i) In any threatened, pending or completed action, suit, or proceeding to which the Advisor, was or is a party or is threatened to be made a party arising out of or in connection with this Agreement or the management of the Partnership’s assets by lawthe Advisor or the offering and sale of units in the Partnership, the Company shall CMF shall, subject to subsection (b)(iii) of this Section 6, indemnify and hold harmless each Covered Person from and the Advisor against any loss, liability, damage, fine, penalty, obligation, cost, expense (including, without limitation, attorneys’ and accountants’ fees, collection fees, court costs and other reasonable legal expenses), judgments and awards and amounts paid in settlement actually and reasonably incurred by it in connection with such action, suit, or proceeding if the Advisor acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Partnership, and provided that its conduct did not constitute negligence, bad faith, recklessness, intentional misconduct, a material breach of any representations or warranties made by the Advisor in this Agreement or, in the case of each of ISAM USA or ISAM Funds, a breach of its fiduciary obligations to the Partnership as a commodity trading advisor, unless and only to the extent that the court or administrative forum in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all civilcircumstances of the case, criminalthe Advisor is fairly and reasonably entitled to indemnity for such expenses which such court or administrative forum shall deem proper; and further provided that no indemnification shall be available from the Partnership if such indemnification is prohibited by Section 16 of the Partnership Agreement. The termination of any action, suit or proceeding by judgment, order or settlement shall not, of itself, create a presumption that the Advisor did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Partnership. (ii) Without limiting subsection (b)(i) above, to the extent that the Advisor has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsection (b)(i) above, or in defense of any claim, issue or matter therein, CMF shall indemnify the Advisor against the expenses (including, without limitation, attorneys’ and accountants’ fees) actually and reasonably incurred by it in connection therewith. (iii) Any indemnification under subsection (b)(i) above, unless ordered by a court or administrative forum, shall be made by CMF only as authorized in the specific case and only upon a determination by independent legal counsel in a written opinion that such indemnification is proper in the circumstances because the Advisor has met the applicable standard of conduct set forth in subsection (b)(i) above. Such independent legal counsel shall be selected by CMF in a timely manner, subject to the Advisor’s approval, which approval shall not be unreasonably withheld. The Advisor will be deemed to have approved CMF’s selection unless the Advisor notifies CMF in writing, received by CMF within five days of CMF’s telecopying to the Advisor of the notice of CMF’s selection, that the Advisor does not approve the selection. (iv) In the event the Advisor is made a party to any claim, dispute or investigative losseslitigation or otherwise incurs any loss or expense as a result of, claimsor in connection with, demandsthe Partnership’s or CMF’s activities or claimed activities unrelated to the Advisor, liabilitiesCMF shall indemnify, defend and hold harmless the Advisor against any loss, liability, damage, cost or expense (including, without limitation, attorneys’ and accountants’ fees) actually and reasonably incurred by it in connection therewith. (v) As used in this Section 6(b), the term “Advisor” shall include the Advisor, its principals, shareholders, officers, directors, manager(s), member(s) partners and employees and the term “CMF” shall include the Partnership. (i) The Advisor agrees to indemnify, defend and hold harmless CMF, the Partnership and their affiliates against any loss, liability, damage, fine penalty, obligation, cost or expense (including, without limitation, attorneys’ and accountants’ fees, collection fees, court costs and other legal expenses), judgments and awards and amounts paid in settlement reasonably incurred by them (A) as a result of the material breach of any representations and warranties or covenants made by the Advisor in this Agreement, or (B) as a result of any act or omission of the Advisor relating to the Partnership if (1) there has been a final judicial or regulatory determination, or a written opinion of an arbitrator pursuant to Section 15 hereof, to the effect that such acts or omissions violated the terms of this Agreement in any material respect or involved negligence, bad faith, recklessness or intentional misconduct on the part of the Advisor (except as otherwise provided in Section 1(g)), or (2) there has been a settlement of any action or proceeding with the Advisor’s prior written consent. (ii) In the event CMF, the Partnership or any of their affiliates is made a party to any claim, dispute or litigation or otherwise incurs any loss or expense as a result of, or in connection with, the activities or claimed activities of the Advisor or its principals, officers, directors, manager(s), member(s) or employees unrelated to CMF’s or the Partnership’s business, the Advisor shall indemnify, defend and hold harmless CMF, the Partnership or any of their affiliates against any loss, liability, damage, fine, penalty, obligation, cost or expense (including, without limitation, attorneys’ and accountants’ fees, collection fees, court costs and other legal expenses), judgments, fines, settlements awards and other amounts arising from any and all claims, demands, actions, suits or proceedings including amounts paid in settlement incurred in connection therewith. (“Claims”), in which d) In the Covered Person may be involved, or threatened to be involved, as event that a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be person entitled to indemnification under this Section 11 6 is made a party to an action, suit or proceeding alleging both matters for which indemnification can be made hereunder and matters for which indemnification may not be made hereunder, such person shall be indemnified only for that portion of the loss, liability, damage, cost or expense incurred in such action, suit or proceeding which relates to the matters for which indemnification can be made. (e) None of the indemnifications contained in this Section 6 shall be applicable with respect to (i) any Claim with respect to which such Covered Person has engaged in frauddefault judgments, willful misconduct, bad faith confessions of judgment or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to settlements entered into by the Board party claiming indemnification without the prior written consent, which shall not be unreasonably withheld or delayed, of the Sole Member. Expenses incurred party obligated to indemnify such party. (f) The Advisor shall not be responsible for any loss or damage suffered by a Covered Person in defending the Partnership or CMF due to any Claim failure to fulfil its duties hereunder if such loss, damage or failure shall be paid caused by or directly or indirectly due to war damage, enemy action, terrorist attack, the Company in advance act of any government or other competent authority, riot, civil commotion, rebellion, s▇▇▇▇, ▇▇▇▇▇▇▇, pandemic, fire, disabling strike, power failure or suspension of dealing on relevant exchanges or other cause whether similar or not beyond the control of the final disposition Advisor. (g) Notwithstanding anything to the contrary contained herein, no party hereto shall, under any circumstances whatsoever, be liable for any special, punitive, incidental, indirect or consequential damages including loss of profits, whether or not such Claim upon receipt by the Company damage was reasonably foreseeable and whether arising in contract, tort or otherwise. (h) The provisions 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 116 shall survive the termination of this Agreement.

Exculpation; Indemnification. Notwithstanding any other provisions None of this Agreement, whether express HIP or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any its officers, principals, members, shareholders, directors, stockholders, partners, employees, affiliatesagents, members, affiliates or the legal representatives of any of them or agents of the Sole Membermanagers, members or any manageraffiliates (each, officer, employee, representative or agent of the Company (individually, a an “Covered Indemnified Person” and, collectively, the “Covered Persons”) shall be liable to the Company for any acts or omissions or any other person error of judgment or for any act or omission (loss suffered by the Master Fund in relation to connection with the Company, its property or the conduct subject matter of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person 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 by the Company, provided such act or omission does not constitute fraud, except for loss resulting from willful misconductmisfeasance, bad faith or gross negligencenegligence in the performance by such Indemnified Person of obligations and duties hereunder. To the fullest extent permitted by law, the Company Master Fund shall indemnify and hold harmless each Covered Indemnified Person out of the assets of the Master Fund from and against any and all costs, losses, claims, damages, amounts paid in settlement, judgment or expense, liabilities, joint or several, including, without limitation, legal fees or other expenses reasonably incurred in the investigation or defense of any action, suit or proceeding (including civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), in proceedings) to which the Covered an Indemnified Person may be involved, or threatened to be involved, as a party or otherwiseotherwise be involved with or with which an Indemnified Person shall be threatened, by reason resulting in any way from the performance or non-performance of its management their duties hereunder, except those resulting from the willful misfeasance, gross negligence or bad faith of the affairs of the Company or which relates such Indemnified Person. The Master Fund shall advance to or arises reimburse an Indemnified Person (to the extent that the Master Fund has available assets and need not borrow to do so) reasonable attorney’s fees and other costs and expenses incurred in connection with defense of any action or proceeding arising out of such performance or non-performance. HIP agrees, and each other Indemnified Person will agree, that in the Company or its propertyevent it receives any such advance, business or affairs. A Covered Person it shall reimburse the Master Fund for such fees, costs and expenses to the extent that it shall be determined that it was not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged 9. Notwithstanding the foregoing, nothing in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim this Section 9 shall be paid by deemed to constitute a waiver of any rights the Company Master Fund may have under U.S. federal securities laws (which may impose liability, under certain circumstances, even on persons who act 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 11good faith).

Exculpation; Indemnification. Notwithstanding any other provisions (a) For purposes of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole term "Indemnified Party" means the Member, nor the Managers and any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent officer of the Company and any Affiliate (individuallyas defined below) of the Member or the Company, a “Covered Person” andany officer, collectivelydirector, shareholder, partner or employee of the Member, the “Covered Persons”Company and their respective Affiliates, and any person who is or was serving at the request of the Company as an officer, director or manager of any other limited liability company, corporation, partnership, joint venture, trust or other enterprise. HOUDMS/261866.7 6 (b) To the fullest extent provided by the NRS and any other applicable law, the Company shall indemnify any Indemnified Party who is or was a party or is threatened to be made a party to any action, suit or proceeding by reason of the fact the Indemnified Party is or was serving as an Indemnified Party, against all expenses (including attorney's fees and costs) judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnified Party in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company. (c) No Indemnified Party shall be liable to the Company or any other person Indemnified Party for any loss, damage or claim incurred by reason of any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken performed or omitted by such Indemnified Party if the Indemnified Party acted in good faith and in a Covered Person in the reasonable belief that such act or omission is manner which he reasonably believed to be in or is not contrary opposed to the best interests of the Company Company. The provisions of this Agreement, to the extent that they restrict the duties and is within the scope liabilities of authority granted to such Covered Person an Indemnified Party otherwise existing at law or in equity, are agreed by the Company, provided Member to replace such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by law, the Company shall indemnify other duties and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management liabilities of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by 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 11Indemnified Party.

Exculpation; Indemnification. Notwithstanding (a) Neither TDA nor any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Memberits respective affiliates, nor any of their respective officers, directors, stockholders, partners, employeesemployees or agents, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable liable, in damages or otherwise, to the Company or any other person Corporation for any act or omission (in relation performed or omitted by any such person pursuant to the Company, its property or the conduct of its business or affairs, authority granted by this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that except if such act or omission is results from gross negligence, willful misconduct or bad faith, or a knowing and material violation of the provisions of this Agreement. TDA shall be entitled to rely in or is not contrary good faith on the advice of counsel to the best interests of Corporation, the Company and is within the scope of authority granted to such Covered Person Corporation's accountants or other independent experts retained by the CompanyCorporation experienced in the matter at issue, provided such and any act or omission does not constitute fraudof TDA in reasonable reliance on such advice shall in no event subject TDA to liability to the Corporation. (b) The Corporation, willful misconduct, bad faith or gross negligence. To to the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person TDA, its affiliates, and their respective officers, directors, partners, employees and agents (collectively, the "Indemnified Persons") from and against any and all civilclaims or liabilities of any nature whatsoever, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements including legal fees and other amounts expenses reasonably incurred, arising from any and all claims, demands, actions, suits or proceedings (“Claims”), 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 the Company or its property, business in connection with any action taken or affairs. A Covered omitted by any such Indemnified Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of the Corporation pursuant to authority granted by this Agreement, except where found by a court of competent jurisdiction to be attributable to the gross negligence, willful misconduct or bad faith of any such Covered person, or a knowing and material violation by such person of the provisions of this Agreement. (c) Any Indemnified Person entitled to repay indemnification from the Corporation hereunder shall seek recovery under any insurance policies by which such amount if person is covered and shall obtain the written consent of the Board of Directors of the Corporation prior to entering into any compromise or settlement which would result in an obligation of the Corporation to indemnify such Indemnified Person. If such Indemnified Person shall actually recover any amounts under any applicable insurance policies, it shall be ultimately determined that such Covered Person is not entitled to be indemnified offset the net proceeds so received against any amounts owed by the Company Corporation by reason of the indemnification provided hereunder or, if all such amounts shall have been paid by the Corporation in full prior to the actual receipt of such net insurance proceeds, it shall pay over such proceeds (up to the amount of indemnification paid by the Corporation to such Indemnified Person) to the Corporation. If the amounts in respect of which indemnification is sought arise out of the conduct of the business and affairs of the Corporation and also of any other person for which the Indemnified Person hereunder was then acting in a similar capacity, the amount of the indemnification provided by the Corporation shall be limited to the Corporation's proportionate share thereof as authorized determined in good faith by the Board of Directors of the Corporation in light of its fiduciary duties to the Corporation. (d) The satisfaction of any indemnification pursuant to this Section 115 shall be from and limited to Corporation assets.