Indemnification of Manager. The Company shall, to the maximum extent permitted by applicable law, indemnify and hold harmless the Manager and the Manager's officers, employees, agents, governors, counsel, assigns or any of their affiliates or any person who was, at the time in question, such a person (collectively, the "Related Persons") and the Company shall release each Related Person, to the fullest extent permitted by law, from and against any and all Damages (as defined in Paragraph (8)), including, without limitation, Damages incurred in preparing or defending any action, claim, proceeding, investigation or appeal from any of the foregoing by or before any court or governmental authority, whether pending or threatened, whether or not a Related Person is or may be a party thereto, which, in the judgment of the Manager, arise out of, relate to or are in connection with this Agreement or the management or conduct of the business or affairs of the Company, provided that the act or failure to act giving rise to such Damages was taken in good faith and except for any such Damages that are found by a court of competent jurisdiction to have resulted primarily from any act or omission which constituted gross negligence, intentional misconduct, an intentional or material breach of this Agreement or a knowing violation of law.

Liability of Manager. Neither the Manager nor any other Related Person shall be liable to the Company for any damages, losses, costs, or expenses (collectively, "Damages") asserted against, suffered or incurred by the Company, arising out of, relating to or in connection with any act or failure to act pursuant to this Agreement or otherwise with respect to the management or conduct of the business and affairs of the Company, provided that such act or failure to act was taken in good faith and except, in each case, for Damages that are finally found by a court of competent jurisdiction to have resulted primarily from any act or omission of such Related Person which constituted gross negligence, intentional misconduct, an intentional or material breach of this Agreement or a knowing violation of law. For purposes of this Agreement, no Related Person shall be deemed per se not to have acted in good faith or to have acted with gross negligence, to have engaged in intentional misconduct, to have intentionally or materially breached this Agreement or to have knowingly violated the law in connection with the management or conduct of the business and affairs or other activities of such Related Person which involve a conflict of interest with the Company.