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This document is an excerpt from an Amended and Ratified Limited Partnership Agreement, specifically addressing indemnification of Covered Persons, liquidators, and related parties by the Partnership. It outlines the conditions, limitations, and procedures for indemnification, including advance payment of expenses and subrogation rights.

Subject

Amended and Ratified limited Partnership Agreement

Sender

—

Recipients

—

Document ID

DB-SDNY-0039601

Date

—

"Indemnitee shall be indemnified (whether or not the Indemnitee continues to serve in such capacity at the time such action, suit or proceeding is brought or threatened), subject to the other provisions of this Agreement, by the Partnership (out of Partnership assets, including unpaid Subscriptions, the proceeds of liability insurance and as set forth in 12.4) against any claim, demand, controversy, dispute, cost, loss, damage, expense (including legal and accounting fees and expenses, costs of investigations and sums paid in settlement), judgment and/or liability of any kind or nature, whatsoever or however arising incurred by or imposed upon the Indemnitee in connection with any action, suit or proceeding (including any proceeding before any administrative or legislative body or agency), to which the Indemnitee may be made a party or otherwise involved or with which the Indemnitee shall be threatened, by reason of the Indemnitee's being at the time the cause of action arose or thereafter, a Covered Person, a liquidator, a partner, member, stockholder, director, officer, manager, trustee, employee, agent or Affiliate of any of the foregoing, or a partner, member, stockholder, director, officer, manager. trustee, employee, consultant or agent of any other organization in which the Partnership owns or has owned an interest or of which the Partnership is or was a creditor, which other organization the Indemnitee serves or has served as a partner, member. stockholder, director, officer, manager, trustee, employee, consultant or agent at the request of the Partnership, or by reason of actions or omissions taken or suffered in any such capacity."

"An Indemnitee shall not be indemnified with respect to matters as to which the Indemnitee shall have been finally adjudicated in any such action, suit or proceeding (a) to have acted in bad faith or to have acted with gross negligence or willful misconduct, or (b) with respect to any criminal action or proceeding, to have had reasonable cause to believe that such Person's conduct was unlawful."

• Limitation on Indemnification: Indemnitee shall not be indemnified with respect to matters as to which the Indemnitee shall have been finally adjudicated in any such action, suit or proceeding (a) to have acted in bad faith or to have acted with gross negligence or willful misconduct, or (b) with respect to any criminal action or proceeding, to have had reasonable cause to believe that such Person's conduct was unlawful.

Legal matters/litigationFinancial transactions/money flowBusiness dealings

Pacific Life Insurance CoOle dower Aeccta Secondary Opportunities IV (U.S.)* L.P.PartnershipThird-Party Indemnifier

Tone

Formal, legal

Purpose

To define the terms of indemnification for Covered Persons, liquidators, and other related parties by the Partnership.

Significance

This document outlines the conditions and limitations of indemnification, which is a crucial aspect of the partnership agreement.

File Name

EFTA01354966.txt

Dataset

dataset_10

Type

Text

Model

gemini-2.0-flash-001

Processed

2026-02-07T18:41:33.761993

DOJ Source

View on DOJ