OR INDIRECT HOLDER OF ANY EQUITY INTERESTS OR SECURITIES OF THE MANAGER
OR ANY AFFILIATED FUND (WHETHER SUCH HOLDER IS A LIMITED OR GENERAL PARTNER,
MEMBER, STOCKHOLDER OR OTHERWISE), EACH FORMER, CURRENT OR FUTURE ASSIGNEE OF
THE MANAGER OR ANY AFFILIATED FUND AND EACH FORMER, CURRENT OR FUTURE DIRECTOR,
OFFICER, EMPLOYEE, AGENT, ADVISOR, GENERAL OR LIMITED PARTNER, MANAGER, MEMBER,
STOCKHOLDER, AFFILIATE, CONTROLLING PERSON, REPRESENTATIVE OR ASSIGNEE OF ANY OF
THE FOREGOING (EACH SUCH PERSON OR ENTITY, A "RELATED PERSON") (COLLECTIVELY,
THE "INDEMNITEES"), EACH OF WHOM IS AN INTENDED THIRD PARTY BENEFICIARY OF THIS
AGREEMENT, FREE AND HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, CAUSES OF
ACTION, SUITS, CLAIMS, LIABILITIES, DAMAGES AND COSTS AND EXPENSES IN CONNECTION
THEREWITH (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES) INCURRED BY THE
INDEMNITEES OR ANY OF THEM BEFORE OR AFTER THE DATE OF THIS AGREEMENT
(COLLECTIVELY, THE "INDEMNIFIED LIABILITIES"), AS A RESULT OF, ARISING OUT OF,
OR IN ANY WAY RELATING TO (I) THIS AGREEMENT, THE TRANSACTION, ANY TRANSACTION
TO WHICH THE COMPANY IS A PARTY, OR ANY OTHER CIRCUMSTANCES WITH RESPECT TO THE
COMPANY OR (II) OPERATIONS OF, OR SERVICES PROVIDED BY THE MANAGERS TO, THE
COMPANY, OR ANY OF THEIR AFFILIATES FROM TIME TO TIME (INCLUDING BUT NOT LIMITED
TO ANY INDEMNIFICATION OBLIGATIONS ASSUMED OR INCURRED BY ANY INDEMNITEE TO OR
ON BEHALF OF THE COMPANY, OR ANY OF ITS ACCOUNTANTS OR OTHER REPRESENTATIVES,
AGENTS OR AFFILIATES) EXCEPT FOR ANY SUCH INDEMNIFIED LIABILITIES ARISING FROM
SUCH INDEMNITEE'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IF AND TO THE EXTENT
THAT THE FOREGOING UNDERTAKING MAY BE UNAVAILABLE OR UNENFORCEABLE FOR ANY
REASON, THE COMPANY HEREBY AGREES TO MAKE THE MAXIMUM CONTRIBUTION TO THE
PAYMENT AND SATISFACTION OF EACH OF THE INDEMNIFIED LIABILITIES THAT IS
PERMISSIBLE UNDER APPLICABLE LAW. FOR PURPOSES OF THIS SECTION 4(B), "GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT" WILL BE DEEMED TO HAVE OCCURRED ONLY IF SO
FOUND IN A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION TO
SUCH EFFECT, IN WHICH CASE TO THE EXTENT ANY OF THE FOREGOING LIMITATIONS IS SO
DETERMINED TO APPLY TO ANY INDEMNITEE AS TO ANY PREVIOUSLY ADVANCED INDEMNITY
PAYMENTS MADE BY THE COMPANY, THEN SUCH PAYMENTS SHALL BE PROMPTLY REPAID BY
SUCH INDEMNITEE TO THE COMPANY. THE RIGHTS OF ANY INDEMNITEE TO INDEMNIFICATION
HEREUNDER WILL BE IN ADDITION TO ANY OTHER RIGHTS ANY SUCH PERSON MAY HAVE UNDER
ANY OTHER AGREEMENT OR INSTRUMENT REFERENCED ABOVE OR ANY OTHER AGREEMENT OR
INSTRUMENT TO WHICH SUCH INDEMNITEE IS OR BECOMES A PARTY OR IS OR OTHERWISE
BECOMES A BENEFICIARY OR UNDER LAW OR REGULATION. IF THE INDEMNITEES RELATED TO
A MANAGER ARE SIMILARLY SITUATED WITH RESPECT TO THEIR INTERESTS IN CONNECTION
WITH A MATTER THAT MAY BE AN INDEMNIFIED LIABILITY AND SUCH INDEMNIFIED
LIABILITY IS NOT BASED ON A THIRD-PARTY CLAIM, THE INDEMNITEES MAY ENFORCE THEIR
RIGHTS PURSUANT TO THIS SECTION 4(B) WITH RESPECT TO SUCH MATTER ONLY WITH THE
CONSENT OF SUCH MANAGER. IN THIS AGREEMENT, "PERSON" MEANS ANY INDIVIDUAL OR
CORPORATION, ASSOCIATION, PARTNERSHIP, LIMITED LIABILITY COMPANY,