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 Glendower Meeks Secondary Opportunities IV (U.S.)* L.P. 32 Amended and Ratated limited Partnership Agri:anent CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0097515 CONFIDENTIAL