GLDUS238 SOUTHERN FINANCIAL LLC Proprietary and Confidential 11.7 LOOK-THROUGH TREATMENT. Notwithstanding anything to the contrary in this Agreement, the General Partner may, in its sole discretion, apply any provision of this Agreement to the limited partners of a Feeder Fund on a look- through basis, as if such limited partners had a direct interest in the Partnership. ARTICLE 12 - EXCULPATION AND INDEMNIFICATION 12.1 EXCULPATION. 12.1.1 General. No Covered Person, whether or not such Person remains a Covered Person, shall be liable to the Partnership or any Partner for any loss suffered by the Partnership or any Partner which arises out of any investment or any other action or omission of such Covered Person if (a) such Covered Person acted in good faith, (b) such conduct did not constitute gross negligence or willful misconduct and (c) with respect to any criminal action or proceeding, such Covered Person had no reasonable cause to believe that his or her conduct was unlawful. Notwithstanding anything to the contrary in this Agreement, to the extent that, at law or in equity, a Partner has duties (including fiduciary• duties) and liabilities relating thereto to the Partnership, any Partner or any other Person that is bound by this Agreement, such Partner acting under this Agreement shall not be liable to the Partnership, any Partner or any other Person bound by this Agreement for its good faith reliance on the provisions of this Agreement, and the provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities (by specifying a duty of care or otherwise) of a Partner otherwise existing at law or in equity, are agreed by each Partner to replace such duties and liabilities. For purposes of this Article 12, (i) "Covered Person" shall mean the Investment Manager, the General Partner (including without limitation the General Partner acting as Tax Matters Partner, Partnership Re