Common use of Liability to Partners Clause in Contracts

Liability to Partners. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Partner nor any of such Partner’s representatives, agents or advisors nor any partner, member, officer, employee, representative, agent or advisor of the Partnership or any of its Affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Partnership or any other Partner for any act or omission (in relation to the Partnership, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person (other than any act or omission constituting Cause), unless there is a final and non-appealable judicial determination and/or determination of an arbitrator that such Covered Person did not act in good faith and in what such Covered Person reasonably believed to be in, or not opposed to, the best interests of the Partnership and within the authority granted to such Covered Person by this Agreement. Each Covered Person shall be entitled to rely in good faith on the advice of legal counsel to the Partnership, accountants and other experts or professional advisors, and no action taken by any Covered Person in reliance on such advice shall in any event subject such person to any liability to any Partner or the Partnership. To the extent that, at law or in equity, a Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, to the fullest extent permitted by law, such Partner acting under this Agreement shall not be liable to the Partnership or to any such other Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Partner otherwise existing at law or in equity, are agreed by the Partners, to the fullest extent permitted by law, to modify to that extent such other duties and liabilities of such Partner. To the fullest extent permitted by law, the parties hereto agree that the General Partner shall be held to have acted in good faith for the purposes of this Agreement and its duties under the Partnership Act if it believes that it has acted honestly and in accordance with the specific terms of this Agreement.

Liability to Partners. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Partner nor any of such Partner’s representatives, agents or advisors nor any partner, member, officer, employee, representative, agent or advisor of the Partnership or any of its Affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Partnership or any other Partner for any act or omission (in relation to the Partnership, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person (other than any act or omission constituting Cause), unless there is a final and non-appealable judicial determination and/or determination of an arbitrator that such Covered Person did not act in good faith and in what such Covered Person reasonably believed to be in, or not opposed to, the best interests of the Partnership and within the authority granted to such Covered Person by this Agreement, and, with respect to any criminal act or proceeding, had reasonable cause to believe that such Covered Person’s conduct was unlawful. Each Covered Person shall be entitled to rely in good faith on the advice of legal counsel to the Partnership, accountants and other experts or professional advisors, and no action taken by any Covered Person in reliance on such advice shall in any event subject such person to any liability to any Partner or the Partnership. To the extent that, at law or in equity, a Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, to the fullest extent permitted by law, such Partner acting under this Agreement shall not be liable to the Partnership or to any such other Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Partner otherwise existing at law or in equity, are agreed by the Partners, to the fullest extent permitted by law, to modify to that extent such other duties and liabilities of such Partner. To the fullest extent permitted by law, the parties hereto agree that the General Partner shall be held to have acted in good faith for the purposes of this Agreement and its duties under the Partnership Act if it believes that it has acted honestly and in accordance with the specific terms of this Agreement.

Liability to Partners. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Partner nor any of such Partner’s representatives, agents or advisors nor any partner, member, officer, employee, representative, agent or advisor of the Partnership or any of its Affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Partnership or any other Partner for any act or omission (in relation to the Partnership, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person (other than any act or omission constituting Cause), unless there is a final and non-appealable judicial determination and/or determination of an arbitrator that such Covered Person did not act in good faith and in what such Covered Person reasonably believed to be in, or not opposed to, the best interests of the Partnership and within the authority granted to such Covered Person by this Agreementfaith. Each Covered Person shall be entitled to rely in good faith on the advice of legal counsel to the Partnership, accountants and other experts or professional advisors, and no action taken by any Covered Person in reliance on such advice shall in any event subject such person to any liability to any Partner or the Partnership. To the extent that, at law or in equity, a Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, to the fullest extent permitted by law, such Partner acting under this Agreement shall not be liable to the Partnership or to any such other Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Partner otherwise existing at law or in equity, are agreed by the Partners, to the fullest extent permitted by law, to modify to that extent such other duties and liabilities of such Partner. To the fullest extent permitted by law, the parties hereto agree that the General Partner shall be held to have acted in good faith for the purposes of this Agreement and its duties under the Partnership Act if it believes that it has acted honestly and in accordance with the specific terms of this Agreement.

Liability to Partners. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Partner nor any of such Partner’s representatives, agents or advisors nor any partner, member, officer, employee, representative, agent or advisor of the Partnership or any of its Affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Partnership or any other Partner for any act or omission (in relation to the Partnership, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person (other than any act or omission constituting Cause), unless there is a final and non-appealable judicial determination and/or determination of an arbitrator that such Covered Person did not act in good faith and in what such Covered Person reasonably believed to be in, or not opposed to, the best interests of the Partnership and within the authority granted to such Covered Person by this Agreement, and, with respect to any criminal act or proceeding, had reasonable cause to believe that such Covered Person’s conduct was unlawful. Each Covered Person shall be entitled to rely in good faith on the advice of legal counsel to the Partnership, accountants and other experts or professional advisors, and no action taken by any Covered Person in reliance on such advice shall in any event subject such person to any liability to any Partner or the Partnership. To the extent that, at law or in equity, a Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, to the fullest extent permitted by law, such Partner acting under this Agreement shall not be liable to the Partnership or to any such other Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Partner otherwise existing at law or in equity, are agreed by the Partners, to the fullest extent permitted by law, to modify to that extent such other duties and liabilities of such Partner. To the fullest extent permitted by law, the parties hereto agree that the General Partner shall be held to have acted in good faith for the purposes of this Agreement and its duties under the Partnership Act if it believes that it has acted acts honestly and in accordance with the specific terms of this Agreement.

Liability to Partners. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Partner nor any of such Partner’s representatives, agents or advisors nor any partner, member, officer, employee, representative, agent or advisor of the Partnership or any of its Affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Partnership or any other Partner for any act or omission (in relation to the Partnership, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person (other than any act or omission constituting Cause), unless there is a final and non-appealable judicial determination and/or determination of an arbitrator that such Covered Person did not act in good faith and in what such Covered Person reasonably believed to be in, or not opposed to, the best interests of the Partnership and within the authority granted to such Covered Person by this Agreement, and, with respect to any criminal act or proceeding, had reasonable cause to believe that such Covered Person’s conduct was unlawful. Each Covered Person shall be entitled to rely in good faith on the advice of legal counsel to the Partnership, accountants and other experts or professional advisors, and no action taken by any Covered Person in reliance on such advice shall in any event subject such person to any liability to any Partner or the Partnership. To the extent that, at law or in equity, a Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, to the fullest extent permitted by law, such Partner acting under this Agreement shall not be liable to the Partnership or to any such other Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand expand, restrict or restrict modify the duties and liabilities of a Partner otherwise existing at law or in equity, are agreed by the Partners, to the fullest extent permitted by law, to modify to that extent such other duties and liabilities of such Partner. To the fullest extent permitted by law, the parties hereto agree that the General Partner shall be held to have acted in good faith for the purposes of this Agreement and its duties under the Partnership Act if it believes that it has acted acts honestly and in accordance with the specific terms of this Agreement.

Liability to Partners. Notwithstanding (a) It is understood that the business of the Partnership involves the investment of its funds in investments involving a high degree of risk. None of the Indemnified Persons shall be liable to any Partner or the Partnership for any losses, claims, damages or liabilities, expenses or costs (including any claim, judgment, award, settlement, reasonable legal and other professional fees and disbursements, and other costs or expenses incurred in connection with the defense of any Proceeding (including any Proceeding relating to the Securities Act or the Exchange Act), whether or not actual, alleged or threatened, whether or not matured or unmatured and whether or not asserted or brought due to contractual or other restrictions, including legal or other expenses reasonably incurred in investigating or defending against any such loss, claim, damages, liabilities, expenses or costs, joint or several) (collectively, “Indemnified Losses”) arising from any action taken or omitted to be taken by such Indemnified Person (even if negligent) or for Indemnified Losses arising from any action taken or omitted to be taken by any other provision of this Agreement, whether express Partner or implied, other Person with respect to the fullest extent permitted Partnership, except for any Indemnified Losses arising out of, related to or in connection with any action or omission that constitutes, with respect to such Indemnified Person, a Triggering Event. (b) The General Partner shall be liable for the debts and obligations of the Partnership except, with respect to obligations to third parties, as otherwise provided under the terms of the debts or obligations to third parties, but shall be entitled to require the prior exhaustion of the Partnership’s assets and shall be entitled to the benefits of the indemnities provided in Section 4.07 (Indemnification). (c) Each of the Indemnified Persons may consult with legal counsel, accountants and other experts selected by law, it and shall have no Partner nor any of such Partner’s representatives, agents liability to the Partnership or advisors nor any partner, member, officer, employee, representative, agent the other Partners for acting or advisor refraining from acting on behalf of the Partnership or any in furtherance of its Affiliates the interests of the Partnership in good faith in reliance upon and in accordance with the advice of such counsel, accountants or other experts; provided that such counsel, accountants or other experts were selected in accordance with a standard of care that does not constitute a Triggering Event. (individually, a “Covered Person” d) Each Indemnified Person may rely in good faith upon and collectively, the “Covered Persons”) shall be liable have no liability to the Partnership or any other Partner for acting or refraining from acting upon any act resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or omission other paper or document reasonably believed by such Indemnified Person to be genuine and to have been signed or presented by the proper party or parties. (in relation e) The General Partner may execute any of the powers hereunder or perform any duties hereunder either directly or by or through brokers, agents or attorneys and, notwithstanding anything to the Partnership, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person (other than any act or omission constituting Cause), unless there is a final and non-appealable judicial determination and/or determination of an arbitrator that such Covered Person did not act in good faith and in what such Covered Person reasonably believed to be in, or not opposed tocontrary contained herein, the best interests of the Partnership and within the authority granted to such Covered Person by this Agreement. Each Covered Person General Partner shall not be entitled to rely in good faith responsible for any misconduct or negligence on the advice part of legal counsel to the Partnershipany broker, accountants and other experts agent or professional advisors, and no action taken attorney appointed by any Covered Person it hereunder in reliance on such advice shall in any event subject such person to any liability to any Partner or the Partnership. accordance with a standard of care that does not constitute a Triggering Event. (f) To the extent that, at law or in equity, a Partner any Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, to the fullest extent permitted by law, such Partner Indemnified Person acting under this Agreement shall not be liable to the Partnership or to any such other Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand restrict or restrict eliminate the duties and liabilities of a Partner an Indemnified Person otherwise existing at law or in equityequity to the Partnership or its Partners, are agreed by the Partners to restrict or eliminate to that extent such duties and liabilities of such Indemnified Person. (g) Notwithstanding any of the foregoing to the contrary, the provisions of this Section 4.06 (Liability to Partners) and Section 4.07 (Indemnification) shall not be construed so as to provide for the exculpation or indemnification of any Indemnified Person for any liability (including liability under U.S. federal securities laws which, under certain circumstances, impose liability even on Persons that act in good faith), to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 4.06 (Liability to Partners) and Section 4.07 (Indemnification) to the fullest extent permitted by law, to modify to that extent such other duties and liabilities of such Partner. To the fullest extent permitted by law, the parties hereto agree that the General Partner shall be held to have acted in good faith for the purposes of this Agreement and its duties under the Partnership Act if it believes that it has acted honestly and in accordance with the specific terms of this Agreement.

Liability to Partners. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Partner nor any of such Partner’s representatives, agents or advisors nor any partner, member, officer, employee, representative, agent or advisor of the Partnership or any of its Affiliates (individually, a “Covered Person” and and, collectively, the “Covered Persons”) shall be liable to the Partnership or any other Partner for any act or omission (in relation to the Partnership, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person (other than any act or omission constituting Cause), ) unless there is a final and non-appealable judicial determination and/or determination of an arbitrator that such Covered Person did not act in good faith and in what such Covered Person reasonably believed to be in, or not opposed to, the best interests of the Partnership and within the authority granted to such Covered Person by this Agreementfaith. Each Covered Person shall be entitled to rely in good faith on the advice of legal counsel to the Partnership, accountants and other experts or professional advisors, and no action taken by any Covered Person in reliance on such advice shall in any event subject such person to any liability to any Partner or the Partnership. To the extent that, at law or in equity, a Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, to the fullest extent permitted by law, such Partner acting under this Agreement shall not be liable to the Partnership or to any such other Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Partner otherwise existing at law or in equity, are agreed by the Partners, to the fullest extent permitted by law, to modify to that extent such other duties and liabilities of such Partner. To the fullest extent permitted by law, the parties hereto agree that the General Partner shall be held to have acted in good faith for the purposes of this Agreement and its duties under the Partnership Act if it believes that it has acted honestly and in accordance with the specific terms of this Agreement.

Liability to Partners. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Partner nor any of such Partner’s representatives, agents or advisors nor any partner, member, officer, employee, representative, agent or advisor of the Partnership or any of its Affiliates affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Partnership or any other Partner for any act or omission (in relation to the Partnership, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person (other than any act or omission constituting Cause), unless there is a final and non-appealable judicial determination and/or determination of an arbitrator that such Covered Person did not act in good faith and in what such Covered Person reasonably believed to be in, or not opposed to, the best interests of the Partnership and within the authority granted to such Covered Person by this Agreement, and, with respect to any criminal act or proceeding, had reasonable cause to believe that such Covered Person’s conduct was unlawful. Each Covered Person shall be entitled to rely in good faith on the advice of legal counsel to the Partnership, accountants and other experts or professional advisors, and no action taken by any Covered Person in reliance on such advice shall in any event subject such person to any liability to any Partner or the Partnership. To the extent that, at law or in equity, a Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, to the fullest extent permitted by law, such Partner acting under this Agreement shall not be liable to the Partnership or to any such other Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Partner otherwise existing at law or in equity, are agreed by the Partners, to the fullest extent permitted by law, to modify to that extent such other duties and liabilities of such Partner. To the fullest extent permitted by law, the parties hereto agree that the General Partner shall be held to have acted in good faith for the purposes of this Agreement and its duties under the Partnership Act if it believes that it has acted honestly and in accordance with the specific terms of this Agreement.

Liability to Partners. Notwithstanding (a) It is understood that the business of the Partnership involves the investment of its funds in investments involving a high degree of risk. None of the Indemnified Persons shall be liable to any Partner or the Partnership for damages arising from any action taken or omitted to be taken by such Indemnified Person or for damages arising from any action taken or omitted to be taken by any other provision Partner or other Person with respect to the Partnership, except in the case of this Agreementany action or omission which constitutes, whether express or impliedwith respect to such Indemnified Person, a Triggering Event; provided that, notwithstanding the foregoing, the members of the Advisory Board (including, solely in connection with matters relating to the Advisory Board, the Limited Partner and/or other Person on whose behalf the Advisory Board member is serving and such Limited Partner’s and/or other Person’s Affiliates) shall be subject only to a duty of good faith (it being understood that, to the fullest extent permitted by law, no Partner nor any of such Partner’s representatives, agents or advisors nor any partner, member, officerin determining to take or refrain from taking any action, employeeshall be permitted to take into consideration only the interests of the Limited Partner represented by such member and, representativein so doing, agent or advisor shall, to the fullest extent permitted by law, be considered to have acted in good faith). (b) The General Partner shall be liable for the debts and obligations of the Partnership or any of its Affiliates (individuallyexcept, a “Covered Person” and collectivelywith respect to obligations to third parties, as otherwise provided under the “Covered Persons”) shall be liable to the Partnership or any other Partner for any act or omission (in relation to the Partnership, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person (other than any act or omission constituting Cause), unless there is a final and non-appealable judicial determination and/or determination of an arbitrator that such Covered Person did not act in good faith and in what such Covered Person reasonably believed to be in, or not opposed to, the best interests terms of the Partnership and within the authority granted debts or obligations to such Covered Person by this Agreement. Each Covered Person third parties, but shall be entitled to rely in good faith on require the advice prior exhaustion of legal counsel the Partnership’s assets (including any Unpaid Capital Obligation) and shall be entitled to the Partnershipbenefits of the indemnities provided in Section 6.7 and of the obligations of the Limited Partners under Section 6.3(b). (c) Each of the Indemnified Persons may consult with legal counsel, accountants and other experts selected by it and shall have no liability to the Partnership or professional advisorsthe other Partners for acting or refraining from acting on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reliance upon and in accordance with the advice of such counsel, accountants or other experts; provided that such counsel, accountants or other experts were selected with reasonable care. (d) Each of the Indemnified Persons may rely in good faith upon and shall have no liability to the Partnership or the other Partners for acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. (e) The General Partner may execute any of the powers hereunder or perform any duties hereunder either directly or by or through brokers, agents or attorneys, and no action taken the General Partner shall not be responsible for any misconduct or negligence on the part of any broker, agent or attorney appointed and monitored with due care by any Covered Person in reliance on such advice shall in any event subject such person to any liability to any Partner or the Partnership. it hereunder. (f) To the extent that, at law or in equity, a Partner any Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, to the fullest extent permitted by law, such Partner Indemnified Person acting under this Agreement shall not be liable to the Partnership or to any such other Limited Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand restrict or restrict eliminate the duties and liabilities of a Partner an Indemnified Person otherwise existing at law or in equityequity to the Partnership or its Partners, are agreed by the Partners, Partners to the fullest extent permitted by law, to modify restrict or eliminate to that extent such other duties and liabilities of such Partner. To the fullest extent permitted by law, the parties hereto agree that the General Partner shall be held to have acted in good faith for the purposes of this Agreement and its duties under the Partnership Act if it believes that it has acted honestly and in accordance with the specific terms of this AgreementIndemnified Person.

Liability to Partners. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Partner nor any of such Partner’s representatives, agents or advisors nor any partner, member, officer, employee, representative, agent or advisor of the Partnership or any of its Affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Partnership or [2nd AR LPA of Strategic Partners Fund Solutions Associates Real Estate VII L.P.] any other Partner for any act or omission (in relation to the Partnership, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person (other than any act or omission constituting Cause), unless there is a final and non-appealable judicial determination and/or determination of an arbitrator that such Covered Person did not act in good faith and in what such Covered Person reasonably believed to be in, or not opposed to, the best interests of the Partnership and within the authority granted to such Covered Person by this Agreement. Each Covered Person shall be entitled to rely in good faith on the advice of legal counsel to the Partnership, accountants and other experts or professional advisors, and no action taken by any Covered Person in reliance on such advice shall in any event subject such person to any liability to any Partner or the Partnership. To the extent that, at law or in equity, a Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, to the fullest extent permitted by law, such Partner acting under this Agreement shall not be liable to the Partnership or to any such other Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Partner otherwise existing at law or in equity, are agreed by the Partners, to the fullest extent permitted by law, to modify to that extent such other duties and liabilities of such Partner. To the fullest extent permitted by law, the parties hereto agree that the General Partner shall be held to have acted in good faith for the purposes of this Agreement and its duties under the Partnership Act if it believes that it has acted honestly and in accordance with the specific terms of this Agreement.

Liability to Partners. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Partner nor any of such Partner’s representatives, agents or advisors nor any partner, member, officer, employee, representative, agent or advisor of the Partnership or any of its Affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) No Protected Person shall be liable to the Partnership or any Partner for: (a) any action taken or omitted to be taken by it or by any other Partner for or other Person with respect to the Partnership or an Investment, including, without limitation, any negligent act or omission (failure to act, except in relation the case of a liability, as determined by final unappealable judicial decision, resulting from such Protected Person’s own gross negligence, willful malfeasance, bad faith, actual fraud, material violation of U.S. securities laws, criminal conduct, material violation of fiduciary duties, or material breach of this Agreement or the Investment Advisory Agreement, in each case that has a material adverse effect on the Partnership or the General Partner or the Investment Adviser’s ability to provide investment advisory services to the Partnership, ; or (b) losses due to the negligence of brokers or other agents of the Partnership selected and monitored by the relevant Protected Person with due care. Any Protected Person may consult with legal counsel and accountants with respect to Partnership affairs (including interpretations of this Agreement, ) and shall be fully protected and justified in any related document action or any transaction or investment contemplated hereby or thereby) inaction which is taken or omitted by a Covered Person (other than any act in good faith, in reliance upon and in accordance with the opinion or omission constituting Cause)advice of such counsel or accountants, unless there is a final and non-appealable judicial determination and/or determination of an arbitrator provided, that such Covered counsel or accountants have been informed of all relevant facts. In determining whether a Protected Person did not act in good faith and in what acted with the requisite degree of care, such Covered Person reasonably believed to be in, or not opposed to, the best interests of the Partnership and within the authority granted to such Covered Person by this Agreement. Each Covered Protected Person shall be entitled to reasonably rely in good faith on written or oral reports, opinions, certificates and other statements of the advice of legal counsel to the Partnershipdirectors, officers, employees, consultants, attorneys, accountants and other experts or professional advisors, and no action taken by any Covered Person in reliance on such advice shall in any event subject such person advisors with respect to any liability to any Investment, the General Partner or the PartnershipInvestment Adviser. To the extent that, at law or in equity, a Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, to the fullest extent permitted by law, such Partner acting under this Agreement shall not be liable to the Partnership or to any such other Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand expand, restrict or restrict eliminate the duties and liabilities of a the General Partner or the Investment Adviser otherwise existing at law or in equity, are agreed by the Partners, to the fullest extent permitted by law, Partners to modify to that extent such other duties and liabilities of such Partner. To the fullest extent permitted by law, the parties hereto agree that the General Partner and the Investment Adviser, provided, that nothing herein shall be held deemed to have acted in good faith for waive the purposes of this Agreement and its fiduciary duties applicable to the Investment Adviser under the Partnership Act if it believes that it has acted honestly and in accordance with the specific terms of this Agreement.Advisers Act.‌

Liability to Partners. Notwithstanding (a) It is understood that the business of the Partnership involves the investment of its funds in investments involving a high degree of risk. None of the Indemnified Persons shall be liable to any Partner or the Partnership for any losses, liabilities, damages, expenses or costs (including any claim, judgment, award, settlement, reasonable legal and other professional fees and disbursements, and other costs or expenses incurred in connection with the defense of any Proceeding, whether or not matured or unmatured or whether or not asserted or brought due to contractual or other restrictions, joint or several) (collectively, “Indemnified Losses”) arising from any action taken or omitted to be taken by such Indemnified Person (even if negligent) or for Indemnified Losses arising from any action taken or omitted to be taken by any other provision of this Agreement, whether express Partner or implied, other Person with respect to the fullest extent permitted Partnership, unless such Indemnified Losses result from any action or omission that constitutes, with respect to such Indemnified Person, a Triggering Event. (b) The General Partner shall be liable for the debts and obligations of the Partnership except, with respect to obligations to third parties, as otherwise provided under the terms of the debts or obligations to third parties, but shall be entitled to require the prior exhaustion of the Partnership’s assets and shall be entitled to the benefits of the indemnification provided in Section 4.05 (Indemnification). (c) Each of the Indemnified Persons may consult with legal counsel, accountants and other experts selected by law, it and shall have no Partner nor any of such Partner’s representatives, agents liability to the Partnership or advisors nor any partner, member, officer, employee, representative, agent the other Partners for acting or advisor refraining from acting on behalf of the Partnership or any in furtherance of its Affiliates the interests of the Partnership in good faith in reliance upon and in accordance with the advice of such counsel, accountants or other experts; provided, that such counsel, accountants or other experts were selected in accordance with a standard of care that does not constitute a Triggering Event. (individually, a “Covered Person” d) Each Indemnified Person may rely in good faith upon and collectively, the “Covered Persons”) shall be liable have no liability to the Partnership or any other Partner for acting or refraining from acting upon any act resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or omission (in relation to the Partnership, this Agreement, any related other paper or document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person (other than any act or omission constituting Cause), unless there is a final and non-appealable judicial determination and/or determination of an arbitrator that such Covered Person did not act in good faith and in what such Covered Person reasonably believed by such Indemnified Person to be in, genuine and to have been signed or not opposed to, presented by the best interests of the Partnership and within the authority granted to such Covered Person by this Agreement. Each Covered Person shall be entitled to rely in good faith on the advice of legal counsel to the Partnership, accountants and other experts proper party or professional advisors, and no action taken by any Covered Person in reliance on such advice shall in any event subject such person to any liability to any Partner or the Partnership. parties. (e) To the extent that, at law or in equity, a Partner any Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, to the fullest extent permitted by law, such Partner Indemnified Person acting under this Agreement shall not be liable to the Partnership or to any such other Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand restrict or restrict eliminate the duties and liabilities of a Partner an Indemnified Person otherwise existing at law or in equityequity to the Partnership or its Partners, are agreed by the PartnersPartners to restrict or eliminate to that extent such duties and liabilities of such Indemnified Person. (f) The General Partner may execute any of the powers hereunder or perform any duties hereunder either directly or by or through brokers, agents and attorneys and, notwithstanding anything to the contrary contained herein, the General Partner shall not be responsible for any misconduct or negligence on the part of any broker, agent or attorney appointed by it hereunder in accordance with a standard of care that does not constitute a Triggering Event. (g) Notwithstanding any of the foregoing to the contrary, the provisions of this Section 4.04 shall not be construed so as to provide for the exculpation of any Indemnified Person for any liability (including liability under U.S. federal securities laws which, under certain circumstances, impose liability even on Persons that act in good faith), to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 4.04 to the fullest extent permitted by law, to modify to that extent such other duties and liabilities of such Partner. To the fullest extent permitted by law, the parties hereto agree that the General Partner shall be held to have acted in good faith for the purposes of this Agreement and its duties under the Partnership Act if it believes that it has acted honestly and in accordance with the specific terms of this Agreement.