Common use of Indemnification of Covered Persons Clause in Contracts

Indemnification of Covered Persons. Each GP Covered Person shall be indemnified and held harmless by the Fund, from and against any and all Damages that it suffers or incurs as a result of acts or omissions conducted by it on behalf of the Fund or its management of the affairs of the Fund. Notwithstanding the foregoing, no GP Covered Person shall be indemnified for or be held harmless from any Damages to the extent such Damages are based upon, arise out of or are otherwise in connection with an Indemnification Exclusion Event. In all cases, no GP Covered Person shall be indemnified or held harmless hereunder without first using best efforts to be indemnified by, held harmless or otherwise reimbursed from other available sources (including Portfolio Companies and insurance coverage of either a Portfolio Company or as provided for pursuant to Section 13.6 (Insurance), to the fullest extent permitted by applicable law). Any indemnification amount paid hereunder shall be reduced by amounts received from such other sources and each GP Covered Person shall refund any indemnification payments to the extent of amounts subsequently received from such other sources. Each AC Covered Person shall be indemnified and held harmless by the Fund from and against any and all Damages suffered or incurred by any of them as a result of acts or omissions of the Advisory Committee or any member thereof. Notwithstanding the foregoing, no AC Covered Person shall be entitled to indemnification hereunder against any Damages to the extent found by a court to be based upon, arise out of or otherwise are in connection with the bad faith of the relevant Advisory Committee member. For the avoidance of doubt, the actions or omissions of an Advisory Committee member made in the interest of the Limited Partner associated with such Advisory Committee member shall not be deemed bad faith. Expenses incurred by a Covered Person in defending a claim or proceeding may be paid by the Fund in advance of the final disposition of such claim or proceeding; provided that (i) the Covered Person undertakes to repay such amount if it is ultimately determined that such Person was not entitled to be indemnified, and (ii) no expenses may be advanced to any Covered Person named as a party in any action brought by or on behalf of [___]% in Interest. The General Partner shall promptly report the commencement of any Proceeding or any claim for indemnification under this Section 16.2 (Indemnification of Covered Persons), and the material details and developments in respect thereof, to the Limited Partners.

Indemnification of Covered Persons. Each GP The Company shall indemnify and hold harmless a Covered Person shall to the fullest extent permitted under the [Pennsylvania Act], as the same now exists or may hereafter be indemnified amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Company is providing immediately prior to such amendment), against all expenses, liabilities and held harmless losses (including attorneys’ fees, judgments, fines, excise taxes or penalties) reasonably incurred or suffered by the Fundsuch Covered Person (or one or more of such Person’s Affiliates) in connection with, from and against any and all Damages that it suffers relating to, or incurs as a result of acts or omissions conducted by it on behalf arising out of the Fund or its management business and operations of the affairs of the Fund. Notwithstanding the foregoing, Company; provided that no GP Covered Person shall be indemnified for or be held harmless from any Damages to the extent such Damages are based uponexpenses, arise out of or are otherwise in connection with an Indemnification Exclusion Event. In all cases, no GP Covered Person shall be indemnified or held harmless hereunder without first using best efforts to be indemnified by, held harmless or otherwise reimbursed from other available sources (including Portfolio Companies liabilities and insurance coverage of either a Portfolio Company or as provided for pursuant to Section 13.6 (Insurance), to the fullest extent permitted by applicable law). Any indemnification amount paid hereunder shall be reduced by amounts received from such other sources and each GP Covered Person shall refund any indemnification payments to the extent of amounts subsequently received from such other sources. Each AC Covered Person shall be indemnified and held harmless by the Fund from and against any and all Damages losses suffered or incurred that are attributable to such Person’s gross negligence, willful misconduct, or such Person acting beyond the authority granted to such Member under this Agreement. Expenses, including attorneys’ fees, incurred by any of them as a result of acts or omissions of the Advisory Committee or any member thereof. Notwithstanding the foregoing, no AC Covered Person shall be entitled to indemnification hereunder against any Damages to the extent found by a court to be based upon, arise out of or otherwise are in connection with the bad faith of the relevant Advisory Committee member. For the avoidance of doubt, the actions or omissions of an Advisory Committee member made in the interest of the Limited Partner associated with such Advisory Committee member shall not be deemed bad faith. Expenses incurred by a Covered Indemnified Person in defending a claim or proceeding may shall be paid by the Fund Company in advance of the final disposition of such claim proceeding, including any appeal therefrom, upon receipt of an undertaking by or proceeding; provided that (i) the on behalf of such Covered Person undertakes to repay such amount if it is shall ultimately be determined that such Covered Person was is not entitled to be indemnified, and indemnified by the Company. Notwithstanding anything contained herein to the contrary (ii) no expenses may be advanced to any Covered Person named as a party including in any action brought by or on behalf of [___]% in Interest. The General Partner shall promptly report the commencement of any Proceeding or any claim for indemnification under this Section 16.2 (Indemnification of Covered Persons10.2), and any indemnity by the material details and developments in respect thereof, Company relating to the Limited Partnersmatters covered in this Section shall be provided out of and to the extent of Company assets only and no Member (unless such Member otherwise agrees in writing or is found in a final decision by a court of competent jurisdiction to have personal liability on account thereof) shall have personal liability on account thereof or shall be required to make additional Capital Contributions or loans to help satisfy such indemnity of the Company.

Indemnification of Covered Persons. Each GP To the fullest extent permitted by law, the Company shall indemnify, defend and hold harmless each Covered Person shall be indemnified and held harmless by the Fund, from and against any and all Damages that debts, losses, claims, damages, costs, demands, fines, judgments, contracts (implied and expressed, written and unwritten), penalties, obligations, payments, liabilities of every type and nature (whether known or unknown, fixed or contingent), including those arising out of any lawsuit, action or proceeding (whether brought by a party to this Agreement or by any third party), together with any reasonable costs and expenses (including reasonable attorneys’ fees, out-of-pocket expenses and other reasonable costs and expenses incurred in investigating, preparing or defending any pending or threatened lawsuit, action or proceeding) incurred in connection with the foregoing (collectively “Damages”) suffered or sustained by him/her/it suffers by reason of any act, omission or incurs as a result alleged act or omission by him/her/it arising out of acts or omissions conducted by it his/her/its activities taken primarily on behalf of the Fund Company, or its management at the request or with the approval of the affairs Company, or primarily in furtherance of the Fund. Notwithstanding interests of the foregoingCompany; provided, no GP Covered Person shall be indemnified for however, that the acts, omissions or be held harmless from any Damages to the extent alleged acts or omissions upon which such Damages actual or threatened actions proceedings or claims are based uponwere performed or omitted in good faith and were not fraudulent, arise out of or are otherwise in connection with an Indemnification Exclusion Event. In all casesbad faith, no GP Covered Person shall be indemnified or held harmless hereunder without first using best efforts to be indemnified by, held harmless or otherwise reimbursed from other available sources (including Portfolio Companies and insurance coverage of either a Portfolio Company or as provided for pursuant to Section 13.6 (Insurance), to the fullest extent permitted by applicable law). Any indemnification amount paid hereunder shall be reduced by amounts received from such other sources and each GP Covered Person shall refund any indemnification payments to the extent of amounts subsequently received from such other sources. Each AC Covered Person shall be indemnified and held harmless by the Fund from and against any and all Damages suffered or incurred by any of them as a result of acts wanton and willful misconduct or omissions of the Advisory Committee or any member thereof. Notwithstanding the foregoinggross negligence, no AC by such Covered Person shall be entitled to indemnification hereunder against any Damages to the extent found by a court to be based upon, arise out of or otherwise are in connection with the bad faith of the relevant Advisory Committee member. For the avoidance of doubt, the actions or omissions of an Advisory Committee member made in the interest of the Limited Partner associated with such Advisory Committee member shall not be deemed bad faithPerson. Expenses (including, reasonable attorneys’ fees, out-of-pocket expenses and other reasonable costs and expenses incurred in investigating, preparing or defending any pending or threatened lawsuit, action or proceeding) incurred by a Covered Person in defending a claim any lawsuit, action or proceeding may shall be paid by the Fund Company in advance of the final disposition of such claim lawsuit, action or proceeding; provided that (i) the proceeding upon receipt of an undertaking, by or on behalf of such Covered Person undertakes Person, to repay such amount if it is shall ultimately be determined that such Covered Person was is not entitled to be indemnified, and (ii) no expenses may be advanced to any Covered Person named indemnified by the Company as a party in any action brought authorized by or on behalf of [___]% in Interest. The General Partner shall promptly report the commencement of any Proceeding or any claim for indemnification under this Section 16.2 (Indemnification of Covered Persons), and the material details and developments in respect thereof, to the Limited Partners9.02.

Indemnification of Covered Persons. (a) Each GP Person who was or is made a party to or is threatened to be made a party to or is otherwise involved in any action, suit, arbitration or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that such Person is or was a Covered Person shall be indemnified and held harmless by or is or was serving at the Fund, from and against any and all Damages that it suffers or incurs as a result of acts or omissions conducted by it on behalf request of the Fund as a manager, director, trustee, officer, employee or its management agent of another Person in which the affairs of Fund has or had any interest as a shareholder, creditor or otherwise (hereinafter an "indemnitee"), whether the Fund. Notwithstanding the foregoing, no GP basis for such proceeding is alleged action in an official capacity as a Covered Person shall be indemnified for or be held harmless from any Damages to the extent such Damages are based upon, arise out of or are otherwise in connection with an Indemnification Exclusion Event. In all cases, no GP Covered Person shall be indemnified or held harmless hereunder without first using best efforts to be indemnified by, held harmless or otherwise reimbursed from other available sources (including Portfolio Companies and insurance coverage of either a Portfolio Company or as provided for pursuant to Section 13.6 (Insurance)a manager, to the fullest extent permitted by applicable law). Any indemnification amount paid hereunder shall be reduced by amounts received from such director, trustee, officer, employee or agent of another Person or in any other sources and each GP Covered Person shall refund any indemnification payments to the extent of amounts subsequently received from such other sources. Each AC Covered Person capacity while serving as such, shall be indemnified and held harmless by the Fund from and against any and all Damages demands, claims, expenses, liabilities and losses whatsoever (including, without limitation, attorneys' fees, judgments, fines, penalties and amounts paid in settlement) incurred or suffered or incurred by such indemnitee in connection therewith; provided that no indemnification shall be provided under this Section 13.1(a) for any indemnitee with respect to any matter as to which it shall ultimately be determined by final judicial decision from which there is no further right of them as appeal (hereinafter a result of acts or omissions "final adjudication") that such indemnitee did not act in good faith in the reasonable belief that his action was in the best interest of the Advisory Committee or any member thereof. Notwithstanding the foregoing, no AC Covered Person shall be Fund and therefore is not entitled to indemnification hereunder against hereunder. It is understood and agreed that officers and employees of the Manager or the Investment Adviser who serve as officers, directors or trustees of BRC, BIC or any Damages to other Subsidiary of the Fund are serving in such capacity at the request of the Fund, and that BMR is serving as manager of BRC, BIC and other Subsidiaries at the request of the Fund. To the extent found by a court that the Act is hereafter amended to be based uponpermit broader or more complete indemnification rights to any such indemnitee, arise out of or otherwise are in connection with the bad faith of the relevant Advisory Committee member. For the avoidance of doubt, the actions or omissions of an Advisory Committee member made in the interest of the Limited Partner associated with such Advisory Committee member then this Section 13.1(a) shall not be deemed bad faith. Expenses incurred by a Covered Person in defending a claim and construed to permit such broader or proceeding may be paid by the Fund in advance of the final disposition of such claim or proceeding; provided that (i) the Covered Person undertakes to repay such amount if it is ultimately determined that such Person was not entitled to be indemnified, and (ii) no expenses may be advanced to any Covered Person named as a party in any action brought by or on behalf of [___]% in Interest. The General Partner shall promptly report the commencement of any Proceeding or any claim for more complete indemnification under this Section 16.2 (Indemnification of Covered Persons), and the material details and developments in respect thereof, to the Limited Partnersrights.

Indemnification of Covered Persons. (a) Each GP Person who was or is made a party to or is threatened to be made a party to or is otherwise involved in any action, suit, arbitration or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that such Person is or was a Covered Person shall be indemnified and held harmless by or is or was serving at the Fund, from and against any and all Damages that it suffers or incurs as a result of acts or omissions conducted by it on behalf request of the Fund as a manager, director, trustee, officer, employee or its management agent of another Person in which the affairs of Fund has or had any interest as a shareholder, creditor or otherwise (hereinafter an "indemnitee"), whether the Fund. Notwithstanding the foregoing, no GP basis for such proceeding is alleged action in an official capacity as a Covered Person shall be indemnified for or be held harmless from any Damages to the extent such Damages are based upon, arise out of or are otherwise in connection with an Indemnification Exclusion Event. In all cases, no GP Covered Person shall be indemnified or held harmless hereunder without first using best efforts to be indemnified by, held harmless or otherwise reimbursed from other available sources (including Portfolio Companies and insurance coverage of either a Portfolio Company or as provided for pursuant to Section 13.6 (Insurance)a manager, to the fullest extent permitted by applicable law). Any indemnification amount paid hereunder shall be reduced by amounts received from such director, trustee, officer, employee or agent of another Person or in any other sources and each GP Covered Person shall refund any indemnification payments to the extent of amounts subsequently received from such other sources. Each AC Covered Person capacity while serving as such, shall be indemnified and held harmless by the Fund from and against any and all Damages demands, claims, expenses, liabilities and losses whatsoever (including, without limitation, attorneys' fees, judgments, fines, penalties and amounts paid in settlement) incurred or suffered or incurred by such indemnitee in connection therewith; provided that no indemnification shall be provided under this Section 13.1(a) for any indemnitee with respect to any matter as to which it shall ultimately be determined by final judicial decision from which there is no further right of them as appeal (hereinafter a result of acts or omissions "final adjudication") that such indemnitee did not act in good faith in the reasonable belief that his action was in the best interest of the Advisory Committee or any member thereof. Notwithstanding the foregoing, no AC Covered Person shall be Fund and therefore is not entitled to indemnification hereunder against hereunder. It is understood and agreed that officers and employees of the Manager or the Investment adviser who serve as officers, directors or trustees of BRC or any Damages to other subsidiary of the Fund are serving in such capacity at the request of the Fund, and that BMR is serving as manager of BRC at the request of the Fund. To the extent found by a court that the Act is hereafter amended to be based uponpermit broader or more complete indemnification rights to any such indemnitee, arise out of or otherwise are in connection with the bad faith of the relevant Advisory Committee member. For the avoidance of doubt, the actions or omissions of an Advisory Committee member made in the interest of the Limited Partner associated with such Advisory Committee member then this Section 13.1(a) shall not be deemed bad faith. Expenses incurred by a Covered Person in defending a claim and construed to permit such broader or proceeding may be paid by the Fund in advance of the final disposition of such claim or proceeding; provided that (i) the Covered Person undertakes to repay such amount if it is ultimately determined that such Person was not entitled to be indemnified, and (ii) no expenses may be advanced to any Covered Person named as a party in any action brought by or on behalf of [___]% in Interest. The General Partner shall promptly report the commencement of any Proceeding or any claim for more complete indemnification under this Section 16.2 (Indemnification of Covered Persons), and the material details and developments in respect thereof, to the Limited Partnersrights.

Indemnification of Covered Persons. Each GP Covered Person shall be indemnified and held harmless by the Fund, from and against any and all Damages that it suffers or incurs as a result of acts or omissions conducted by it on behalf of the Fund or its management of the affairs of the Fund. Notwithstanding the foregoing, no GP Covered Person shall be indemnified for or be held harmless from any Damages to the extent such Damages are based upon, arise out of or are otherwise in connection with an Indemnification Exclusion Event. In all cases, no GP Covered Person shall be indemnified or held harmless hereunder without first using best reasonable efforts to be indemnified by, held harmless or otherwise reimbursed from other available sources (including Portfolio Companies and insurance coverage of either a Portfolio Company or as provided for pursuant to Section 13.6 (Insurance.), to the fullest extent permitted by applicable law). Any indemnification amount paid hereunder shall be reduced by amounts received from such other sources and each GP Covered Person shall refund any indemnification payments to the extent of amounts subsequently received from such other sources. Each AC LPAC Covered Person shall be indemnified and held harmless by the Fund from and against any and all Damages suffered or incurred by any of them as a result of acts or omissions of the LP Advisory Committee or any member thereofof its members. Notwithstanding the foregoing, no AC LPAC Covered Person shall be entitled to indemnification hereunder against any Damages to the extent found by a court to be based upon, arise out of or otherwise are in connection with the bad faith of the relevant LP Advisory Committee member. For the avoidance of doubt, the actions or omissions of an Advisory Committee member made in the interest of the Limited Partner associated with such Advisory Committee member shall not be deemed bad faith. Expenses incurred by a Covered Person in defending a claim or proceeding may be paid by the Fund in advance of the final disposition of such claim or proceeding; provided that (i) the Covered Person undertakes to repay such amount if it is ultimately determined that such Person was not entitled to be indemnified, and (ii) no expenses may be advanced to any Covered Person named as a party in any action brought by (A) the Covered Person, (B) any Person not at arm’s length from such Covered Person against the Fund, or (C) by the Fund against the Covered Person or on behalf of [___]% Majority in InterestInterest of Limited Partners. The General Partner shall promptly report the commencement of any Proceeding or any claim for indemnification under this Section 16.2 (Indemnification of Covered Persons.), and the its material details and developments in respect thereofdevelopments, to the Limited Partners.

Indemnification of Covered Persons. (a) Each GP Person who was or is made a party to or is threatened to be made a party to or is otherwise involved in any action, suit, arbitration or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that such Person is or was a Covered Person shall be indemnified and held harmless by or is or was serving at the Fund, from and against any and all Damages that it suffers or incurs as a result of acts or omissions conducted by it on behalf request of the Fund as a director, trustee, officer, employee or its management agent of another Person in which the affairs of Fund has or had any interest as a shareholder, creditor or otherwise (hereinafter an "indemnitee"), whether the Fund. Notwithstanding the foregoing, no GP basis for such proceeding is alleged action in an official capacity as a Covered Person shall be indemnified for or be held harmless from any Damages to the extent such Damages are based upon, arise out of or are otherwise in connection with an Indemnification Exclusion Event. In all cases, no GP Covered Person shall be indemnified or held harmless hereunder without first using best efforts to be indemnified by, held harmless or otherwise reimbursed from other available sources (including Portfolio Companies and insurance coverage of either a Portfolio Company or as provided for pursuant to Section 13.6 (Insurance)a director, to the fullest extent permitted by applicable law). Any indemnification amount paid hereunder shall be reduced by amounts received from such trustee, officer, employee or agent of another Person or in any other sources and each GP Covered Person shall refund any indemnification payments to the extent of amounts subsequently received from such other sources. Each AC Covered Person capacity while serving as such, shall be indemnified and held harmless by the Fund from and against any and all Damages demands, claims, expenses, liabilities and losses whatsoever (including, without limitation, attorneys' fees, judgments, fines, penalties and amounts paid in settlement) incurred or suffered or incurred by such indemnitee in connection therewith; provided that no indemnification shall be provided under this Section 13.1(a) for any indemnitee with respect to any matter as to which it shall ultimately be determined by final judicial decision from which there is no further right of them as appeal (hereinafter a result of acts or omissions "final adjudication") that such indemnitee did not act in good faith in the reasonable belief that his action was in the best interest of the Advisory Committee or any member thereof. Notwithstanding the foregoing, no AC Covered Person shall be Fund and therefore is not entitled to indemnification hereunder against any Damages to hereunder. To the extent found by a court that the Act is hereafter amended to be based uponpermit broader or more complete indemnification rights to any such indemnitee, arise out of or otherwise are in connection with the bad faith of the relevant Advisory Committee member. For the avoidance of doubt, the actions or omissions of an Advisory Committee member made in the interest of the Limited Partner associated with such Advisory Committee member then this Section 13.1(a) shall not be deemed bad faith. Expenses incurred by a Covered Person in defending a claim and construed to permit such broader or proceeding may be paid by the Fund in advance of the final disposition of such claim or proceeding; provided that (i) the Covered Person undertakes to repay such amount if it is ultimately determined that such Person was not entitled to be indemnified, and (ii) no expenses may be advanced to any Covered Person named as a party in any action brought by or on behalf of [___]% in Interest. The General Partner shall promptly report the commencement of any Proceeding or any claim for more complete indemnification under this Section 16.2 (Indemnification of Covered Persons), and the material details and developments in respect thereof, to the Limited Partnersrights.

Indemnification of Covered Persons. Each GP Covered Person The Company shall be indemnified and held harmless by the Fund, from and against any and all Damages that it suffers or incurs as a result of acts or omissions conducted by it on behalf of the Fund or its management of the affairs of the Fund. Notwithstanding the foregoing, no GP Covered Person shall be indemnified for or be held harmless from any Damages to the extent such Damages are based upon, arise out of or are otherwise in connection with an Indemnification Exclusion Event. In all cases, no GP Covered Person shall be indemnified or held harmless hereunder without first using best efforts to be indemnified by, held harmless or otherwise reimbursed from other available sources (including Portfolio Companies and insurance coverage of either a Portfolio Company or as provided for pursuant to Section 13.6 (Insurance)indemnify, to the fullest extent permitted by applicable law, any person who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, and whether by or in the right of the Company, its members, a third party or otherwise (a “Proceeding”). Any indemnification amount , by reason of the fact that he/she is or was an officer, director or employee of the Company, or trustee or administrator of the Company’s employee plans (each a “Covered Person”), against all expense (including, but not limited to, attorneys’ fees), liability, loss, judgments, fines, excise taxes, penalties and amounts paid hereunder shall be reduced by amounts received from such other sources in settlement actually and each GP Covered Person shall refund any indemnification payments to the extent of amounts subsequently received from such other sources. Each AC Covered Person shall be indemnified and held harmless by the Fund from and against any and all Damages suffered or reasonably incurred by any of them as a result of acts or omissions of the Advisory Committee or any member thereof. Notwithstanding the foregoing, no AC Covered Person shall be entitled to indemnification hereunder against any Damages to the extent found by a court to be based upon, arise out of or otherwise are him/her in connection with such Proceeding, including expenses incurred in seeking such indemnification. However, such indemnification shall exclude (i) indemnification with respect to any improper personal benefit which the bad faith Covered Person is determined to have received and of the relevant Advisory Committee memberexpenses of defending against an improper personal benefit claim unless the Covered Person is successful on the merits in said defense, and (ii) indemnification of a Covered Person with respect to their activities prior to said transaction, unless specifically authorized by the managers or Sole Member of this Company. For the avoidance Such indemnification shall include prompt payment of doubt, the actions or omissions of an Advisory Committee member made in the interest of the Limited Partner associated with such Advisory Committee member shall not be deemed bad faith. Expenses expenses incurred by a Covered Person in defending a claim or proceeding may be paid by the Fund Proceeding in advance of the final disposition of such claim or proceeding; provided that (i) the Covered Person undertakes to repay such amount if it is ultimately determined that such Person was not entitled to be indemnifiedProceeding, and (ii) no expenses may be advanced to any Covered Person named as a party in any action brought upon receipt of an undertaking by or on behalf of [___]% in Interest. The General Partner the Covered Person to repay such amounts if it shall promptly report ultimately be determined that he is not entitled to be indemnified by the commencement of any Proceeding or any claim for indemnification Company under this Section 16.2 (Indemnification Article XI, which undertaking shall be an unsecured general obligation of the Covered Persons), Person and the material details and developments in respect thereof, may be accepted without regard to the Limited Partnershis ability to make repayment.

Indemnification of Covered Persons. Each GP Covered Person shall be indemnified and held harmless by the Fund, from and against any and all Damages that it suffers or incurs as a result of acts or omissions conducted by it on behalf of the Fund or its management of the affairs of the Fund. Notwithstanding the foregoing, no GP Covered Person shall be indemnified for or be held harmless from any Damages to the extent such Damages are based upon, arise out of or are otherwise in connection with an Indemnification Exclusion Event. In all cases, no GP Covered Person shall be indemnified or held harmless hereunder without first using best efforts to be indemnified by, held harmless or otherwise reimbursed from other available sources (including Portfolio Companies and insurance coverage of either a Portfolio Company or as provided for pursuant to Section 13.6 (Insurance), to a) To the fullest extent permitted by applicable law). Any indemnification amount paid hereunder shall be reduced by amounts received from such other sources and each GP Covered Person shall refund any indemnification payments to the extent of amounts subsequently received from such other sources. Each AC Covered Person shall be indemnified and held harmless by the Fund from and against any and all Damages suffered or incurred by any of them as , a result of acts or omissions of the Advisory Committee or any member thereof. Notwithstanding the foregoing, no AC Covered Person shall be entitled to indemnification hereunder against from the Company for any Damages loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions, PROVIDED, HOWEVER, that any indemnity under this Section 5.6(a) shall be provided out of and to the extent found of Company assets only, and no Member shall have any personal liability on account thereof. (b) To the fullest extent permitted by a court to be based uponapplicable law, arise out of or otherwise are in connection with the bad faith of the relevant Advisory Committee member. For the avoidance of doubt, the actions or omissions of an Advisory Committee member made in the interest of the Limited Partner associated with such Advisory Committee member shall not be deemed bad faith. Expenses reasonable expenses (including legal fees) incurred by a Covered Person in defending a claim any claim, demand, action, suit or proceeding may shall, from time to time, be paid advanced by the Fund in advance of Company prior to the final disposition of such claim claim, demand, action, suit or proceeding; provided that (i) proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person undertakes to repay such amount if it is ultimately shall be determined that such the Covered Person was is not entitled to be indemnifiedindemnified as authorized in Section 5.6(a) hereof. (c) The Company may, but is not required to, purchase and (ii) no expenses may be advanced maintain insurance, to any Covered Person named the extent and in such amounts as a party in any action brought by or the Manager shall deem reasonable, on behalf of [___]% Covered Persons and such other Persons as the Manager shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in Interestconnection with the activities of the Company or such indemnities, regardless of whether the Company would have the power or obligation to indemnify such Person against such liability under the provisions of this Agreement. The General Partner Company may enter into indemnity contracts with Covered Persons and such other Persons as the Manager shall promptly report determine and adopt written procedures 18 pursuant to which arrangements are made for the commencement advancement of any Proceeding or any claim for indemnification under this Section 16.2 (Indemnification of Covered Persons), expenses and the material details funding of obligations under Section 5.6(b) hereof and developments in respect thereof, to the Limited Partnerscontaining such other procedures regarding indemnification as are appropriate. 5.7.

Indemnification of Covered Persons. Each GP Covered Person (regardless of such person’s capacity and regardless of whether another Covered Person is entitled to indemnification) shall be indemnified and held harmless by the FundPartnership (but only to the extent of the Partnership’s assets), to the fullest extent permitted under applicable law, from and against any and all Damages that it suffers loss, liability and expense (including taxes; penalties; judgments; fines; amounts paid or incurs as to be paid in settlement; costs of investigation and preparations; and fees, expenses and disbursements of attorneys, whether or not the dispute or proceeding involves the Partnership or a result of acts Partner) reasonably incurred or omissions conducted suffered by it on behalf any such Covered Person in connection with the activities of the Fund Partnership or its management of the affairs of the Fund. Notwithstanding the foregoingsubsidiaries; provided, no GP however, such Covered Person shall not be indemnified for or be held harmless from any Damages to the extent such Damages are based upon, arise out of or are otherwise in connection with an Indemnification Exclusion Event. In all cases, no GP Covered Person shall be indemnified or held harmless hereunder without first using best efforts to be indemnified by, held harmless or otherwise reimbursed from other available sources (including Portfolio Companies and insurance coverage of either a Portfolio Company or as provided for pursuant to Section 13.6 (Insurance), to the fullest extent permitted by applicable law). Any indemnification amount paid hereunder shall be reduced by amounts received from such other sources and each GP Covered Person shall refund any indemnification payments to the extent of amounts subsequently received from such other sources. Each AC Covered Person shall be so indemnified and held harmless if there has been a final and non-appealable judgment entered by the Fund from and against any and all Damages suffered or incurred by any a court of them as a result of acts or omissions competent jurisdiction determining that, in respect of the Advisory Committee matter for which such Covered Person is seeking indemnification or any member thereof. Notwithstanding seeking to be held harmless hereunder, and taking into account the acknowledgments and agreements set forth in this Agreement, such Covered Person engaged in a bad faith violation of the implied contractual covenant of good faith and fair dealing Section 17-1101 of the Act, engaged in fraud or, in the case of a criminal matter, acted with knowledge that such Covered Person’s conduct was unlawful or, without limiting the foregoing, no AC in the case of an authorized person, such authorized person breached such authorized person’s duty of loyalty to the Partnership; provided, further, that any such Covered Person that is an Officer (in such person’s capacity as such) shall not be indemnified by the Partnership if 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 Covered Person is seeking indemnification or seeking to be held harmless hereunder, if the Partnership were a corporation organized under the laws of the State of Delaware, then the Partnership would not be permitted under the laws of the State of Delaware to indemnify such Covered Person (in such Covered Person’s capacity as an officer) from liability for such act or omission; provided, further, that such indemnification shall not apply if the applicable action or proceeding has been brought by or in the right of the Partnership (whether directly or by counterclaim) except with respect to expenses to the extent provided in this Section 25. The indemnification provided by this Section 25 shall be in addition to any other rights to which a Covered Person may be entitled under any agreement, as a matter of law or otherwise, both as to actions in such Covered Person’s capacity as a Covered Person hereunder and as to actions in any other capacity, and shall continue as to a Covered Person who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of such Covered Person. A Covered Person shall be entitled to indemnification hereunder against any Damages to the extent found by a court to be based upon, arise out of or otherwise are in connection with the bad faith of the relevant Advisory Committee member. For the avoidance of doubt, the actions or omissions of an Advisory Committee member made in the interest of the Limited Partner associated with such Advisory Committee member shall not be deemed bad faith. Expenses incurred by a Covered Person denied indemnification in defending a claim whole or proceeding may be paid by the Fund in advance of the final disposition of such claim or proceeding; provided that (i) the Covered Person undertakes to repay such amount if it is ultimately determined that such Person was not entitled to be indemnified, and (ii) no expenses may be advanced to any Covered Person named as a party in any action brought by or on behalf of [___]% in Interest. The General Partner shall promptly report the commencement of any Proceeding or any claim for indemnification part under this Section 16.2 (Indemnification 25 because such Covered Person had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of Covered Persons), and the material details and developments in respect thereof, to the Limited Partnersthis Agreement.