Independent Committee on this issue shall be binding on the Board of Directors of the General Partner and will require the Board of Directors of the General Partner to pursue such action within ninety (90) days. Indemnification: KUE will indemnify the General Partner and its members, officers, directors, and employees, and at the General Pariner's discretion, any other person providing services to KUE, its subsidiaries or joint ventures. KUE has provided a customary indemnity to the Agents in connection with their services. Periodic Reporting: KUE will provide annual audited financial statements and semi-annual reports. The General Partner will provide such periodic reports if engaged in any business other than acting as general partner of KUE or if it owns any material assets other than an interest in KUE. Certain U.S. Federal Income Tax For a discussion of certain U.S. federal income tax Consequences: consequences ihat may be relevant to prospective investors, please read “Certain Income Tax Consequences” in this Private Placement Memorandum. 38 HOUSE_OVERSIGHT_024471