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or any other board or committee formed to assist or advise the General Partner, each Limited Partner that designated a member of the Advisory Board, and each partner, member, stockholder, director, officer, manager, trustee, employee, agent and affiliate of any of the foregoing shall be indemnified by the Fund against any claim, demand, controversy, dispute, cost, loss, damage, expense (including attorneys' fees), judgment and/or liability incurred by or imposed upon the indemnitee in connection with any action, suit or proceeding to which the indemnitee may be made a party or otherwise involved or with which the indemnitee shall be threatened, in connection with their activities on behalf of, or their association with, the Fund; provided, however, that such an indemnitee, other than an indemnitee acting in his capacity as a member of the Advisory Board or any other board or committee formed to assist or advise the General Partner and a Limited Partner who has designated such member, shall not be indemnified with respect to matters as to which the indemnitee shall have been finally adjudicated in any such action, suit or proceeding (a) not to have acted in good faith and in the reasonable belief that the indemnitee's action was in, or not opposed to, the best interests of the Fund or (b) to have committed a breach of such person's fiduciary duty (if any) to the Fund, gross negligence, intentional misconduct, intentional and material breach by such person of its obligations under the Partnership Agreement (provided that such breach is not cured within 60 days of notice from a majority in interest of the Limited Partners of such breach), a willful violation of law or the commission of a felony. An indemnitee either acting in his capacity as a member of the Advisory Board or any other board or committee formed to assist or advise the General Partner or that is a Limited Partner who has designated such member shall not be indemnified with respect to matters as to which the indemnitee shall have been finally adjudicated in any such action, suit or proceeding (1) not to have acted in good faith and in the reasonable belief that the indemnitee's action was in, or not opposed to, the best interests of the Fund or (2), with respect to any criminal action or proceeding, such person had reasonable cause to believe that his or her conduct was unlawful.

Notwithstanding the foregoing, in no event will the Fund provide indemnification to any indemnitee for any action or omission taken by such indemnitee in such person's capacity as a director of any portfolio company in which the Fund no longer holds an investment, to the extent such liabilities solely relate to activities of such person during the period commencing 18 months after the date on which the Fund has sold or otherwise disposed of its entire interest in such portfolio

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CONTROL NUMBER 257 - CONFIDENTIAL
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