the liquidator shall determine. All items of income, gain, loss and expense shall be allocated among the Partners in accordance with Article 8 and Gleodovter Mee:Kt Secondary Opportunities IV (U.S.), L.P. 26 Amended and Rodaled Limited Partnership Agreanail CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)

the Indemnitee is not defending an actual or threatened claim, action, suit or proceeding against the Indemnitee by the General Partner directly or Gleodovter Mee:Kt Secondary Opportunities IV (U.S.)* L.P. 33 Amended and Rataled Limited Partnership Agreanail CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)

be liable to the Partnership or any Partner with respect to any action or omission taken or suffered by any of them in good faith if such action or Gleodovter Mee:Kt Secondary Opportunities IV (U.S.). L.P. 32 Amended and Rataled limited Partnership Agreanail CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)