The General Partner will generally be liable to third parties for all obligations of the Fund to the extent such obligations are not paid by the Fund or are not by their terms limited to recourse against specific assets. The General Partner shall not be liable to the Fund or the Limited Partners for any action or inaction in connection with the business of the Fund unless such action or inaction is found to constitute gross negligence or willful misconduct. The Fund (but not the Limited Partners individually) is obligated to indemnify the General Partner and its manager and members from any claim, loss, damage or expense incurred by such persons relating to the business of the Fund, provided that such indemnity will not extend to conduct adjudicated to constitute gross negligence or willful misconduct.

The Fund will indemnify the General Partner loss or liability incurred by it (or them) on behalf of the Fund or in furtherance of the Fund's business so long as it is not the result of gross negligence or willful misconduct by it (or them); provided, that neither the General Partner, its manager, members, and agents will under any circumstances be deemed grossly negligent for good faith errors of judgment where such person or entity was acting in a manner which a reasonably prudent fund manager would have believed to be in the best interest of the Fund. In addition, the Fund may pay the expenses incurred by such persons in defending a civil or criminal action in advance of the final disposition of such action, provided such persons undertake to repay such expenses if they are found, in a formal adjudication, not to be entitled to indemnification.