by such Manager Party under this Agreement or othenvise on behalf of the Fund; provided, however, that such indemnity shall be payable only if such Manager Party in good faith acted or failed to act in a manner it reasonably believed to be in, or not opposed to, the best interests of the Fund (as determined b

n by such Manager Party under this Agreement or otherwise on behalf of the Fund; provided however that such indemnity shall be payable only if such Manager Party in good faith acted or failed to act in a manner it reasonably believed to be in, or not opposed to, the best interests of the Fund (as determined b

d any and all losses, damages, costs, and expenses as well as other with the defense of any actual or threatened action suffered EFTA01399412 Manager Party as a result of or in connection with any act or omission by such Manager Party under this Agreement or otherwise on behalf of the Fund; provided, h