outside the Fund, by requiring some or all of the Limited

outside the Fund, by requiring some or all of the Limited Partners to make such investment through a limited liability entity that will invest on a parallel basis with, or in lieu of, the Fund, as the case may be. Successor Fund: Without the prior written consent of the Advisory Board, none of the General Partner, the GPLLC or any Principal may hold an initial closing for a limited partnership or other investment vehicle with an investment strategy substantially similar to the Fund (a “Successor Fund”) prior to the earlier of (i) the end of the Investment Period and (ii) the date on which at least 70% of ageregate Commitments of all Partners have been invested, expended, committed, or reserved for future investments in existing portfolio companies or for reasonably anticipated Fund expenses. Exculpation and None of General Partner, the partners of the General Partner, Indemnification: the members of the GPLLC, the Principals, the Management Company, or any partner, member, stockholder, officer, director, manager, trustee, employee, agent or affiliate of any of the foregoing shall be liable to the Fund or any Partner for any loss suffered by the Fund or any Partner which arises out of any investment or any other action or omission of such person if (a) such person acted in good faith and reasonably believed that such course of conduct was in, or not opposed to, the best interest of the Fund and (b) such conduct did not constitute 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. No member of the Advisory Board or any other board or committee formed to assist or advise the General Partner and no Limited Partner who may have designated such member shall be liable to the Fund or any Partner for any loss suffered by the Fund or any Partner which arises out of any action or omission of such member, provided that such member acted in good faith and reasonably believed that such course of conduct was in, or was not opposed to, the best interest of the Fund and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The General Partner, the partners of the General Partner, the members of the GPLLC, the Principals, the Management Company, each liquidator, each member of the Advisory Board 54 CONTROL NUMBER 257 - CONFIDENTIAL HOUSE_OVERSIGHT_024065