Common use of Exculpation, Indemnification, Advances and Insurance Clause in Contracts

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable law, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company, this Agreement or any investment made or held by the Company, including with respect to any acts or omissions made while serving at the request of the Company as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan. The Indemnified Persons shall be indemnified by the Company to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or this Agreement, or any investment made or held by the Company, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company under Delaware law, a director or officer of the Company or any Subsidiary of the Company or the Manager, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request of the Company. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Manager (and its officers) are hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(a) that the Company indemnify each Indemnified Person to the fullest extent permitted by law.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable law, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company, this Agreement or any investment made or held by the Company, including with respect to any acts or omissions made while serving at the request of the Company as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan. The Indemnified Persons shall be indemnified by the Company to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or this Agreement, or any investment made or held by the Company, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company under Delaware law, a director or officer of the Company or any Subsidiary of the Company or the Manager, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request of the Company. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Manager (and its officers) are hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section Section 5.4 in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section Section 5.4(a) that the Company indemnify each Indemnified Person to the fullest extent permitted by law.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable lawARTICLE V including Section 5.6, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, Series for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the CompanyCompany or any Series, this Agreement or any investment made or held by the CompanyCompany or any Series, including with respect to any acts or omissions made while serving at the request of the Company or on behalf of any Series as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person Person, other than such acts or any employee benefit planomissions that have been determined in a final, non-appealable decision of a court of competent jurisdiction to constitute fraud, willful misconduct or gross negligence. The Indemnified Persons shall be indemnified by the Company and, to the extent Expenses and Liabilities are associated with any Series, each such Series, in each case, to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or each such Series or this Agreement, or any investment made or held by the Company, each such Series, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company or such Series under Delaware law, a director or officer an Officer of the Company or any Subsidiary of the Company or the Managerassociated with such Series, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request Person, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the Companyacts or omissions of any Indemnified Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Persons fraud, willful misconduct or gross negligence. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company Series (including any indebtedness which the Company or any Subsidiary of the Company Series has assumed or taken subject to), and the Manager (and its officers) Managing Member or the Officers are hereby authorized and empowered, on behalf of the CompanyCompany or any Series, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 Section in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(a) paragraph that the Company and each applicable Series indemnify each Indemnified Person to the fullest extent permitted by law, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the acts or omissions of any Indemnified Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Persons fraud, willful misconduct or gross negligence.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable lawV including Section 5.08, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, Series for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the CompanyCompany or any Series, this Agreement or any investment made or held by the CompanyCompany or any Series, including with respect to any acts or omissions made while serving at the request of the Company or on behalf of any Series as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person Person, other than such acts or any employee benefit planomissions that have been determined in a final, non-appealable decision of a court of competent jurisdiction to constitute fraud, willful misconduct or gross negligence. The Indemnified Persons shall be indemnified by the Company and, to the extent Expenses and Liabilities are associated with any Series, each such Series, in each case, to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or each such Series or this Agreement, or any investment made or held by the Company, each such Series, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company or such Series under Delaware law, a director or officer an Officer of the Company or any Subsidiary associated with such Series, a member of the Company or the Manager, Advisory Board or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request Person, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the Companyacts or omissions of any Indemnified Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Persons fraud, willful misconduct or gross negligence. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company Series (including any indebtedness which the Company or any Subsidiary of the Company Series has assumed or taken subject to), and the Manager (and its officers) Managing Member or the Officers are hereby authorized and empowered, on behalf of the CompanyCompany or any Series, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 Section 5.06(a) in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(aSection 5.06(a) that the Company and each applicable Series indemnify each Indemnified Person to the fullest extent permitted by law, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the acts or omissions of any Indemnified Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Persons fraud, willful misconduct or gross negligence.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable law, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company, this Agreement or any investment made or held by the Company, including with respect to any acts or omissions made while serving at the request of the Company as an officer, director, member, partner, tax matters partner, partnership representative, fiduciary or trustee of another Person or any employee benefit plan. The Indemnified Persons shall be indemnified by the Company to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and reasonable counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or this Agreement, or any investment made or held by the Company, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company under Delaware law, a director or officer of the Company or any Subsidiary of the Company or the Manager, or an officer, director, member, partner, tax matters partner, partnership representative, fiduciary or trustee of another Person or any employee benefit plan at the request of the Company. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Manager (and its officers) are hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section Section 5.4 in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section Section 5.4(a) that the Company indemnify each Indemnified Person to the fullest extent permitted by law.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article VV of the OPERATING AGREEMENT, to the fullest extent permitted by applicable law, the Indemnified Persons INDEMNIFIED PERSON(S) shall not be liable to the CompanyCOMPANY, any Subsidiary of the CompanyCOMPANY, any officer of the Company COMPANY or a Subsidiary, or any Member or any holder Shareholder of any equity interest in any Subsidiary of the CompanyCOMPANY, for any acts or omissions by any of the Indemnified Persons INDEMNIFIED PERSON(S) arising from the exercise of their rights or performance of their duties and obligations in connection with the CompanyCOMPANY, this Agreement OPERATING AGREEMENT or any investment made or held by the CompanyCOMPANY, including with respect to any acts or omissions made while serving at the request of the Company COMPANY as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person person, or entity, or any employee benefit plan. The Indemnified Persons INDEMNIFIED PERSON(S) shall be indemnified by the Company COMPANY to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company COMPANY and counsel fees and disbursements on a solicitor and client basis) (collectively, “"Expenses and Liabilities”") arising from the performance of any of their duties or obligations in connection with their service to the Company COMPANY or this AgreementOPERATING AGREEMENT, or any investment made or held by the CompanyCOMPANY, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person person, or entity, may hereafter be made party by reason of being or having been a manager MANAGING MEMBER or member of the Company BOARD OF DIRECTORS of the COMPANY under Delaware law, a director or officer of the Company COMPANY or any Subsidiary of the Company COMPANY or the ManagerMANAGING MEMBER or member of the BOARD OF DIRECTORS, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person person or any employee benefit plan at the request of the CompanyCOMPANY. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified PersonINDEMNIFIED PERSON(S), pursuant to a loan guaranty or otherwise, for any indebtedness of the Company COMPANY or any Subsidiary of the Company COMPANY (including any indebtedness which the Company COMPANY or any Subsidiary of the Company COMPANY has assumed or taken subject to), and the Manager MANAGING MEMBER or BOARD OF DIRECTORS (and its officers) are hereby authorized and empowered, on behalf of the CompanyCOMPANY, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section Section 5.4 of the OPERATING AGREEMENT in favor of any Indemnified Person INDEMNIFIED PERSON(S) having or potentially having liability for any such indebtedness. It is the intention of this ‎Section Section 5.4(a) of this OPERATING AGREEMENT that the Company COMPANY indemnify each Indemnified Person INDEMNIFIED PERSON(S) to the fullest extent permitted by law.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable law, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer officer, tax matters partner, or Partnership Representative of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company, this Agreement or any investment made or held by the Company, including with respect to any acts or omissions made while serving at the request of the Company as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan. The Indemnified Persons shall be indemnified by the Company to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or this Agreement, or any investment made or held by the Company, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company under Delaware law, a director or officer of the Company or any Subsidiary of the Company or the Manager, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request of the Company. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Manager (and its officers) are hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(a5.4.(a) that the Company indemnify each Indemnified Person to the fullest extent permitted by law.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable lawARTICLE V including Section 5.7, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, Series for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the CompanyCompany or any Series, this Agreement or any investment made or held by the CompanyCompany or any Series, including with respect to any acts or omissions made while serving at the request of the Company or on behalf of any Series as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person Person, other than such acts or any employee benefit planomissions that have been determined in a final, non-appealable decision of a court of competent jurisdiction to constitute fraud, willful misconduct or gross negligence. The Indemnified Persons shall be indemnified by the Company and, to the extent Expenses and Liabilities are associated with any Series, each such Series, in each case, to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or each such Series or this Agreement, or any investment made or held by the Company, each such Series, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company or such Series under Delaware law, a director or officer an Officer of the Company or any Subsidiary associated with such Series, a member of the Company or the Manager, Advisory Board or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request Person, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the Companyacts or omissions of any Indemnified Person that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Person’s fraud, willful misconduct or gross negligence. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company Series (including any indebtedness which the Company or any Subsidiary of the Company Series has assumed or taken subject to), and the Manager (and its officers) Managing Member or the Officers are hereby authorized and empowered, on behalf of the CompanyCompany or any Series, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 Section in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(a) paragraph that the Company and each applicable Series indemnify each Indemnified Person to the fullest extent permitted by law, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the acts or omissions of any Indemnified Person that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Person’s fraud, willful misconduct or gross negligence.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable lawARTICLE V including Section 5.6, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, Series for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the CompanyCompany or any Series, this Agreement or any investment made or held by the CompanyCompany or any Series, including with respect to any acts or omissions made while serving at the request of the Company or on behalf of any Series as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person Person, other than such acts or any employee benefit planomissions that have been determined in a final, non-appealable decision of a court of competent jurisdiction to constitute fraud, willful misconduct or gross negligence. The Indemnified Persons shall be indemnified by the Company and, to the extent Expenses and Liabilities are associated with any Series, each such Series, in each case, to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or each such Series or this Agreement, or any investment made or held by the Company, each such Series, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company or such Series under Delaware law, a director or officer an Officer of the Company or any Subsidiary of the Company or the Managerassociated with such Series, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request Person, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the Companyacts or omissions of any Indemnified Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Persons fraud, willful misconduct or gross negligence. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company Series (including any indebtedness which the Company or any Subsidiary of the Company Series has assumed or taken subject to), and the Manager (and its officers) Managing Member or the Officers are hereby authorized and empowered, on behalf of the CompanyCompany or any Series, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 Section in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(a) paragraph that the Company and each applicable Series indemnify each Indemnified Person to the fullest extent permitted by law, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the acts or omissions of any Indemnified Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Persons fraud, willful misconduct or gross negligence.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable law, the Indemnified Persons shall not be liable to the Company, any Subsidiary officer of the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company, this Agreement or any investment made or held by the Company, including with respect to any acts or omissions made while serving at the request of the Company as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan. The Indemnified Persons shall be indemnified by the Company to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or this Agreement, or any investment made or held by the Company, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company under Delaware law, a director or officer of the Company or any Subsidiary of the Company or the Manager, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request of the Company. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, Person pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Manager (and its officers) are hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(a) that the Company indemnify each Indemnified Person to the fullest extent permitted by law.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable lawARTICLE V including Section 5.7, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, Series for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the CompanyCompany or any Series, this Agreement or any investment made or held by the CompanyCompany or any Series, including with respect to any acts or omissions made while serving at the request of the Company or on behalf of any Series as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person Person, other than such acts or any employee benefit planomissions that have been determined in a final, non-appealable decision of a court of competent jurisdiction to constitute fraud, willful misconduct or gross negligence. The Indemnified Persons shall be indemnified by the Company and, to the extent Expenses and Liabilities are associated with any Series, each such Series, in each case, to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or each such Series or this Agreement, or any investment made or held by the Company, each such Series, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company or such Series under Delaware law, a director or officer an Officer of the Company or any Subsidiary associated with such Series, a member of the Company or the Manager, Advisory Board or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request Person, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the Companyacts or omissions of any Indemnified Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Persons fraud, willful misconduct or gross negligence. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company Series (including any indebtedness which the Company or any Subsidiary of the Company Series has assumed or taken subject to), and the Manager (and its officers) Managing Member or the Officers are hereby authorized and empowered, on behalf of the CompanyCompany or any Series, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 Section in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(a) paragraph that the Company and each applicable Series indemnify each Indemnified Person to the fullest extent permitted by law, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the acts or omissions of any Indemnified Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Persons fraud, willful misconduct or gross negligence.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article ARTICLE V, to the fullest extent permitted by applicable lawincluding Section 5.7, the Indemnified Persons shall not be liable to the Company, any Subsidiary of Series or the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, Members for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the CompanyCompany or any Series, this Agreement or any investment made or held by the CompanyCompany or any Series, including with respect to any acts or omissions made while serving at the request of the Company or on behalf of any Series as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person Person, other than such acts or any employee benefit planomissions that have been determined in a final, non-appealable decision of a court of competent jurisdiction to constitute willful misconduct or gross negligence. The Indemnified Persons shall be indemnified by the Company and, to the extent Expenses and Liabilities are associated with any Series, each such Series, in each case, to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or each such Series or this Agreement, or any investment made or held by the Company, each such Series, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company or such Series under Delaware law, a director or officer an Officer of the Company or any Subsidiary associated with such Series, a member of the Company or Advisory Board, a member of the Manager, Advisory Board or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request Person, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the Companyacts or omissions of any Indemnified Person that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Person’s willful misconduct or gross negligence. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company Series (including any indebtedness which the Company or any Subsidiary of the Company Series has assumed or taken subject to), and the Manager (and its officers) or the Officers are hereby authorized and empowered, on behalf of the CompanyCompany or any Series, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 Section in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(a) paragraph that the Company and each applicable Series indemnify each Indemnified Person to the fullest extent permitted by law, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the acts or omissions of any Indemnified Person that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Persons willful misconduct or gross negligence.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable lawV including Section 5.07, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, Series for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the CompanyCompany or any Series, this Agreement or any investment made or held by the CompanyCompany or any Series, including with respect to any acts or omissions made while serving at the request of the Company or on behalf of any Series as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person Person, other than such acts or any employee benefit planomissions that have been determined in a final, non-appealable decision of a court of competent jurisdiction to constitute fraud, willful misconduct or gross negligence. The Indemnified Persons shall be indemnified by the Company and, to the extent Expenses and Liabilities are associated with any Series, each such Series, in each case, to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or each such Series or this Agreement, or any investment made or held by the Company, each such Series, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company or such Series under Delaware law, a director or officer an Officer of the Company or any Subsidiary associated with such Series, a member of the Company or the Manager, Advisory Board or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request Person, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the Companyacts or omissions of any Indemnified Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Persons fraud, willful misconduct or gross negligence. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company Series (including any indebtedness which the Company or any Subsidiary of the Company Series has assumed or taken subject to), and the Manager (and its officers) Managing Member or the Officers are hereby authorized and empowered, on behalf of the CompanyCompany or any Series, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 Section 5.05(a) in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(aSection 5.05(a) that the Company and each applicable Series indemnify each Indemnified Person to the fullest extent permitted by law, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the acts or omissions of any Indemnified Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Persons fraud, willful misconduct or gross negligence.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable lawARTICLE V including Section 5.7, the Indemnified Persons shall not be liable to the Company, any Subsidiary of Series or the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, Members for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the CompanyCompany or any Series, this Agreement or any investment made or held by the CompanyCompany or any Series, including with respect to any acts or omissions made while serving at the request of the Company or on behalf of any Series as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person Person, other than such acts or any employee benefit planomissions that have been determined in a final, non-appealable decision of a court of competent jurisdiction to constitute willful misconduct or gross negligence. The Indemnified Persons shall be indemnified by the Company and, to the extent Expenses and Liabilities are associated with any Series, each such Series, in each case, to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or each such Series or this Agreement, or any investment made or held by the Company, each such Series, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company or such Series under Delaware law, a director or officer an Officer of the Company or any Subsidiary associated with such Series, a member of the Company or the Manager, Advisory Board or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request Person, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the Companyacts or omissions of any Indemnified Person that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Person’s willful misconduct or gross negligence. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company Series (including any indebtedness which the Company or any Subsidiary of the Company Series has assumed or taken subject to), and the Manager (and its officers) Managing Member or the Officers are hereby authorized and empowered, on behalf of the CompanyCompany or any Series, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 Section in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(a) paragraph that the Company and each applicable Series indemnify each Indemnified Person to the fullest extent permitted by law, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the acts or omissions of any Indemnified Person that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Persons willful misconduct or gross negligence.

Exculpation, Indemnification, Advances and Insurance. (a) Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Company. Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable lawSection 5.19(c), the Company shall indemnify any Indemnified Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), by reason of the fact that such Indemnified Person is or was within the category of persons constituting Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer or is or was within the category of persons constituting Indemnified Persons of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company, this Agreement or any investment made or held by the Company, including with respect to any acts or omissions made while serving at the request of the Company as an a director, officer, director, member, partner, tax matters partner, fiduciary employee or trustee agent of another Person company, partnership, joint venture, trust or any employee benefit plan. The Indemnified Persons shall be indemnified by the Company to the fullest extent permitted by lawother enterprise, against all expenses and liabilities (including attorneys’ fees), judgments, fines, penalties, interest, fines and amounts paid in settlement with the approval of the Company actually and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations reasonably incurred by such Indemnified Person in connection with their service to the Company or this Agreement, or any investment made or held by the Company, including in connection with any civil, criminal, administrative, investigative or other such action, suit or proceeding to which any if such Indemnified Person acted in good faith and in a manner such Person may hereafter reasonably believed to be made party by reason of being in or having been a manager of not opposed to the Company under Delaware law, a director or officer of the Company or any Subsidiary of the Company or the Manager, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request of the Company. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Manager (and its officers) are hereby authorized and empowered, on behalf best interests of the Company, and, with respect to enter into one any criminal action or more indemnity agreements consistent with the provisions of this ‎Section 5.4 in favor proceeding, had no reasonable cause to believe such Indemnified Person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Person having or potentially having liability for any did not act in good faith and in a manner which such indebtedness. It is the intention of this ‎Section 5.4(a) that the Company indemnify each Indemnified Person reasonably believed to be in or not opposed to the fullest extent permitted by lawbest interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such Indemnified Person’s conduct was unlawful.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article VV including Section 5.7, to the fullest extent permitted by applicable law, the Indemnified Persons a Protected Person shall not be liable to the Company, any Subsidiary of the Company, any officer of the Company or a Subsidiary, or any Group Member or any holder of any equity interest in any Subsidiary of the Company, Series Member for any acts or omissions by such Protected Person or any of the Indemnified other Protected Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Companyany Company Group Member, this Agreement Agreement, any Series Designation, or any investment made or held by the Companya Company Group Member, including with respect to any acts or omissions made while serving at the request of the Company Managing Member as an officer, director, member, partner, tax matters partner, fiduciary or trustee manager of another Person Person, other than such acts or any employee benefit planomissions that have been determined in a final, non-appealable decision of a court of competent jurisdiction to constitute fraud or willful misconduct. The Indemnified Protected Persons shall be indemnified by the Company and, to the extent the indemnification obligation is associated with any Series, each such Series, in each case, to the fullest extent permitted by law, against all claims, actions, obligations, expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basisdisbursements) (collectively, “Expenses and LiabilitiesLosses”) arising from the performance or non-performance of any of their duties or obligations in connection with their service to the any Company Group Member or this Agreement, or any investment made or held by the Companyany Company Group Member, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager Protected Person, provided that this indemnification shall not cover Losses that arise out of the Company under Delaware lawacts or omissions of any Protected Person that have been determined in a final, non-appealable decision of a director court, arbitrator or officer other tribunal of the Company competent jurisdiction to have resulted primarily from such Protected Person’s fraud or any Subsidiary of the Company or the Manager, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request of the Companywillful misconduct. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, Protected Person pursuant to a loan guaranty or otherwise, otherwise for any indebtedness of the any Company or any Subsidiary of the Company Group Member (including any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject toExtraordinary Loan), and the Manager (and its officers) are Managing Member is hereby authorized and empowered, on behalf of the Companyany Company Group Member, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 Section in favor of any Indemnified Protected Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(a) paragraph that the Company and each applicable Series indemnify each Indemnified Protected Person to the fullest extent permitted by law, provided that this indemnification shall not cover Losses that arise out of the acts or omissions of any Protected Person that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Protected Person’s fraud or willful misconduct.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable law, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer Director of the Company or a SubsidiaryCompany, or any Member or any holder of any equity interest in any Subsidiary of the Company, Company for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company, this Agreement or any investment made or held by the Company, including with respect to any acts or omissions made while serving at the request of the Company as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan. The Indemnified Persons shall be indemnified by the Company Company, to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or this Agreement, or any investment made or held by the CompanyCompany or any of its Subsidiaries, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company under Delaware law, a director Director or officer Officer of the Company or any Subsidiary of the Company or the ManagerCompany, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request of the Company. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Manager (and its officers) Officers are hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 Section 5.19 in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(aSection 5.19(a) that the Company indemnify each Indemnified Person to the fullest extent permitted by law. The termination of any action, suit or proceeding relating to or involving an Indemnified Person by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Person committed an act or omission that constitutes fraud, willful misconduct or gross negligence.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable law, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer of the Company or a SubsidiaryDirector, or any Member or any holder of any equity interest in any Subsidiary of the Company, Company by virtue of being an Indemnified Person or for any acts or omissions by any of the in their capacity as an Indemnified Persons arising from the exercise of their rights Person or performance of their duties and obligations otherwise in connection with the Company, this Agreement or any investment made or held by the Company, including with respect to any acts or omissions made while serving at the request business and affairs of the Company as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit planand its Subsidiaries. The Indemnified Persons shall be indemnified by the Company Company, to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance by virtue of being an Indemnified Person or for any of acts or omissions in their duties capacity as an Indemnified Person or obligations otherwise in connection with their service to the Company, this Agreement or the business and affairs of the Company or this Agreementand its Subsidiaries, or any investment made or held by the CompanyCompany or any of its Subsidiaries, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company under the Delaware lawAct, a director Director or officer Officer of the Company or any Subsidiary of the Company or the ManagerCompany, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request of the Company. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Manager (and its officers) Officers are hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 Section 5.19 in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(aSection 5.19(a) that the Company indemnify each Indemnified Person to the fullest extent permitted by law.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable law, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company, this Agreement or any investment made or held by the Company, including with respect to any acts or omissions made while serving at the request of the Company as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan. The Indemnified Persons shall be indemnified by the Company to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or this Agreement, or any investment made or held by Subsidiary of the Company, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company under Delaware law, a director or officer of the Company or any Subsidiary of the Company or the Manager, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request of the Company. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Manager (and its officers) are hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(a) that the Company indemnify each Indemnified Person to the fullest extent permitted by law.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable lawARTICLE V including Section 5.6, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, Series for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the CompanyCompany or any Series, this Agreement or any investment made or held by the CompanyCompany or any Series, including with respect to any acts or omissions made while serving at the request of the Company or on behalf of any Series as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person Person, other than such acts or any employee benefit planomissions that have been determined in a final, non-appealable decision of a court of competent jurisdiction to constitute fraud, willful misconduct or gross negligence. The Indemnified Persons shall be indemnified by the Company and, to the extent Expenses and Liabilities are associated with any Series, each such Series, in each case, to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or each such Series or this Agreement, or any investment made or held by the Company, each such Series, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company or such Series under Delaware law, a director or officer an Officer of the Company or any Subsidiary of the Company or the Managerassociated with such Series, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request Person, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the Companyacts or omissions of any Indemnified Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Persons fraud, willful misconduct or gross negligence. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company Series (including any indebtedness which the Company or any Subsidiary of the Company Series has assumed or taken subject to), and the Manager (and its officers) or the Officers are hereby authorized and empowered, on behalf of the CompanyCompany or any Series, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 Section in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(a) paragraph that the Company and each applicable Series indemnify each Indemnified Person to the fullest extent permitted by law, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the acts or omissions of any Indemnified Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Persons fraud, willful misconduct or gross negligence.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable law, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer of the Company or a Subsidiary, if any, or any Member or any holder of any equity interest in any Subsidiary of the Company, for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company, this Agreement or any investment made or held by the Company, including with respect to any acts or omissions made while serving at the request of the Company as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan. The Indemnified Persons shall be indemnified by the Company to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or this Agreement, or any investment made or held by the Company, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company under Delaware law, a director or officer of the Company or any Subsidiary of the Company Company, the Manager or the ManagerSponsor, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request of the Company. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Manager (and its officers, if any) are hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(a) that the Company indemnify each Indemnified Person to the fullest extent permitted by law.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable law, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company, this Agreement or any investment made or held by the Company, including with respect to any acts or omissions made while serving at the request of the Company as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan. The Indemnified Persons shall be indemnified by the Company to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or this Agreement, or any investment made or held by the Company, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company under Delaware law, a director or officer of the Company or any Subsidiary of the Company or the Manager, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request of the Company. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Manager (and its officers) are hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(a) that the Company indemnify each Indemnified Person to the fullest extent permitted by law.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable law, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company, this Agreement or any investment made or held by the Company, including with respect to any acts or omissions made while serving at the request of the Company as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan. The Indemnified Persons shall be indemnified by the Company to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or this Agreement, or any investment made or held by the Company, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company under Delaware law, a director or officer of the Company or any Subsidiary of the Company or the Manager, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request of the Company. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Manager (and its officers) are hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section ‎ Section 5.4 in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section ‎ Section 5.4(a) that the Company indemnify each Indemnified Person to the fullest extent permitted by law.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable law, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer Director of the Company or a SubsidiaryCompany, or any Member or any holder of any equity interest in any Subsidiary of the Company, Company for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company, this Agreement or any investment made or held by the Company, including with respect to any acts or omissions made while serving at the request of the Company as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan, if such Indemnified Person acted in a manner not constituting fraud, gross negligence or willful misconduct. The Indemnified Persons shall be indemnified by the Company Company, to the fullest extent permitted by lawlaw (except in instances of fraud, gross negligence or willful misconduct), against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”disbursements) arising from the performance of any of their duties or obligations in connection with their service to the Company or this Agreement, or any investment made or held by the CompanyCompany or any of its Subsidiaries, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company under Delaware law, a director Director or officer Officer of the Company or any Subsidiary of the Company or the ManagerCompany, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request of the Company. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Manager (and its officers) Officers are hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 Section 5.19 in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(aSection 5.19(a) that the Company indemnify each Indemnified Person to the fullest extent permitted by lawlaw if such Indemnified Person acted in a manner not constituting fraud, gross negligence or willful misconduct. The termination of any action, suit or proceeding relating to or involving an Indemnified Person by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Person committed an act or omission that constitutes fraud, gross negligence or willful misconduct.

Exculpation, Indemnification, Advances and Insurance. (a) Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Company. Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable law5.19(c), the Company shall indemnify any Indemnified Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), by reason of the fact that such Indemnified Person is or was within the category of persons constituting Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer or is or was within the category of persons constituting Indemnified Persons of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company, this Agreement or any investment made or held by the Company, including with respect to any acts or omissions made while serving at the request of the Company as an a director, officer, director, member, partner, tax matters partner, fiduciary employee or trustee agent of another Person company, partnership, joint venture, trust or any employee benefit plan. The Indemnified Persons shall be indemnified by the Company to the fullest extent permitted by lawother enterprise, against all expenses and liabilities (including attorneys’ fees), judgments, fines, penalties, interest, fines and amounts paid in settlement with the approval of the Company actually and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations reasonably incurred by such Indemnified Person in connection with their service to the Company or this Agreement, or any investment made or held by the Company, including in connection with any civil, criminal, administrative, investigative or other such action, suit or proceeding to which any if such Indemnified Person acted in good faith and in a manner such Person may hereafter reasonably believed to be made party by reason of being in or having been a manager of not opposed to the Company under Delaware law, a director or officer of the Company or any Subsidiary of the Company or the Manager, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request of the Company. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Manager (and its officers) are hereby authorized and empowered, on behalf best interests of the Company, and, with respect to enter into one any criminal action or more indemnity agreements consistent with the provisions of this ‎Section 5.4 in favor proceeding, had no reasonable cause to believe such Indemnified Person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Person having or potentially having liability for any did not act in good faith and in a manner which such indebtedness. It is the intention of this ‎Section 5.4(a) that the Company indemnify each Indemnified Person reasonably believed to be in or not opposed to the fullest extent permitted by lawbest interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such Indemnified Person’s conduct was unlawful.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable law, the Indemnified Persons shall not be liable to the Company, any Subsidiary officer of the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company, this Agreement or any investment made or held by the Company, including with respect to any acts or omissions made while serving at the request of the Company as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan. The Indemnified Persons shall be indemnified by the Company to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or this Agreement, or any investment made or held by the Company, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company under Delaware Maine law, a director or officer of the Company or any Subsidiary of the Company or the Manager, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request of the Company. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, Person pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Manager (and its officers) are hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 5.5 in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(a5.5(a) that the Company indemnify each Indemnified Person to the fullest extent permitted by law.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable lawV including Section 5.07, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, Series for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the CompanyCompany or any Series, this Agreement or any investment made or held by the CompanyCompany or any Series, including with respect to any acts or omissions made while serving at the request of the Company or on behalf of any Series as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person Person, other than such acts or any employee benefit planomissions that have been determined in a final, non-appealable decision of a court of competent jurisdiction to constitute fraud, willful misconduct or gross negligence. The Indemnified Persons shall be indemnified by the Company and, to the extent Expenses and Liabilities are associated with any Series, each such Series, in each case, to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or each such Series or this Agreement, or any investment made or held by the Company, each such Series, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager Managing Member of the Company or such Series under Delaware law, a director or officer an Officer of the Company or any Subsidiary associated with such Series, a member of the Company or the Manager, Advisory Board or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request Person, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the Companyacts or omissions of any Indemnified Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Persons fraud, willful misconduct or gross negligence. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company Series (including any indebtedness which the Company or any Subsidiary of the Company Series has assumed or taken subject to), and the Manager (and its officers) Managing Member or the Officers are hereby authorized and empowered, on behalf of the CompanyCompany or any Series, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 Section 5.05(a) in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(aSection 5.05(a) that the Company and each applicable Series indemnify each Indemnified Person to the fullest extent permitted by law, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the acts or omissions of any Indemnified Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Persons fraud, willful misconduct or gross negligence.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable law, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company, this Agreement or any investment made or held by the Company, including with respect to any acts or omissions made while serving at the request of the Company as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan. The Indemnified Persons shall be indemnified by the Company to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or this Agreement, or any investment made or held by the Company, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company under Delaware law, a director or officer of the Company or any Subsidiary of the Company or the Manager, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request of the Company. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Manager (and its officers) are hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section ‎ Section 5.4 in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(a‎ Section 5.4.(a) that the Company indemnify each Indemnified Person to the fullest extent permitted by law.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article VVI, to the fullest extent permitted by applicable law, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer of the Company or a Subsidiary, any Series or any Member its or any holder of any equity interest in any Subsidiary of the Company, their Member(s) or Series Members for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the CompanyCompany or any Series, this Agreement Agreement, or any investment made or held by the CompanyCompany or any Series, including with respect to any acts or omissions made while serving at the request of the Company or Manager or on behalf of any Series as an officer, director, member, partner, tax matters partnerfiduciary, fiduciary advisor, agent, representative, or trustee of another Person Person, other than such acts or any employee benefit planomissions that have been determined in a final, non- appealable decision of a court of competent jurisdiction to constitute fraud, willful misconduct, or gross negligence. The Indemnified Persons shall be indemnified by the Company and, to the extent Expenses are associated with any Series, each such Series, in each case, to the fullest extent permitted by law, against all expenses and liabilities (liabilities, including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company Company, and counsel fees and disbursements on a solicitor and client basis) basis (collectively, “Expenses and Liabilities”"Expenses") arising from the performance of any of their duties or obligations in connection with their service to the Company or each such Series or this Agreement, or any investment made or held by the Company, each such Series, including in connection with any civil, criminal, administrative, investigative investigative, or other action, suit suit, or proceeding Proceeding to which any such Person may hereafter be made party by reason of being or having been a manager Manager of the Company or such Series under Delaware law, a director or officer an Officer of the Company or any Subsidiary of the Company or the Managerassociated with such Series, or an officer, director, member, partner, tax matters partnerfiduciary, fiduciary advisor, agent, representative, or trustee of another Person or any employee benefit plan at the request Person, provided that this indemnification does not cover Expenses that arise out of the Companyacts or omissions of any Indemnified Person that have been determined in a final, non-appealable decision of a court, arbitrator, or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Person's fraud, willful misconduct, or gross negligence. Without limitation, the foregoing indemnity shall extend extends to any liability of any Indemnified Person, Person pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company Series (including any indebtedness which that the Company or any Subsidiary of the Company such Series has assumed or taken subject to), and the Manager (and its officers) or the Officers are hereby authorized and empowered, on behalf of the CompanyCompany or any Series, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 Section 6.5 in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(aSection 6.5(a) that the Company and each applicable Series indemnify each Indemnified Person to the fullest extent permitted by law, provided that this indemnification shall not cover Expenses that arise out of the acts or omissions of any Indemnified Person that have been determined in a final, non-appealable decision of a court, arbitrator, or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Person's fraud, willful misconduct, or gross negligence.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable law, the Indemnified Persons shall not be liable to the Company, any Subsidiary officer of the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company, this Agreement or any investment made or held by the Company, including with respect to any acts or omissions made while serving at the request of the Company as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan. The Indemnified Persons shall be indemnified by the Company to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or this Agreement, or any investment made or held by the Company, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company under Delaware law, a director or officer of the Company or any Subsidiary of the Company or the Manager, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request of the Company. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, Person pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Manager (and its officers) are hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 5.5 in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(a5.5(a) that the Company indemnify each Indemnified Person to the fullest extent permitted by law.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article VAgreement, to the fullest extent permitted by applicable law, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company, this Agreement or any investment made or held by the Company, including with respect to any acts or omissions made while serving at the request of the Company as an officer, director, manager, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan. The Indemnified Persons shall be indemnified by the Company to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or this Agreement, or any investment made or held by the Company, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company under Delaware law, a director Board Member, director, manager or officer of the Company or any Subsidiary of the Company or the Manager, or an officer, director, manager, member, partner, tax matters partnerPartnership Representative, fiduciary or trustee of another Person or any employee benefit plan at the request of the Company. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Administrative Manager (and its officers) are hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 Section 5.7 in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(aSection 5.7(a) that the Company indemnify each Indemnified Person to the fullest extent permitted by law.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable law, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, for any mistakes or errors in judgment, or for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company, this Agreement or any investment made or held by the Company, including with respect to any acts or omissions made while serving at the request of the Company as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan, that the Indemnified Persons believed to be within the scope of their authority granted hereunder; provided, that each Indemnified Person may be liable to the Company for Expenses and Liabilities arising out of any acts or omissions of such Indemnified Person constituting fraud, gross negligence, or reckless disregard of his, her or its obligations and duties to the Company. The Indemnified Persons shall be indemnified by the Company to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or this Agreement, or any investment made or held by the Company, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company under Delaware law, a director or an officer of the Company or any Subsidiary of the Company or the Manager, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request of the Company. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, Person pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Manager (and its officers) are hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 Section 5.6 in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(aSection 5.6(a) that the Company shall not be required to indemnify each any Indemnified Person for any Expenses and Liabilities arising out of any acts or omissions of such Indemnified Person constituting fraud, gross negligence, willful misconduct or reckless disregard of his, her or its obligations and duties to the fullest extent permitted by lawCompany.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable law, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer officer, tax matters partner, or Partnership Representative of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company, this Agreement or any investment made or held by the Company, including with respect to any acts or omissions made while serving at the request of the Company as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan. The Indemnified Persons shall be indemnified by the Company to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or this Agreement, or any investment made or held by the Company, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company under Delaware law, a director or officer of the Company or any Subsidiary of the Company or the Manager, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request of the Company. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Manager (and its officers) are hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section ‎ Section 5.4 in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section ‎ Section 5.4(a) that the Company indemnify each Indemnified Person to the fullest extent permitted by law.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article VAgreement, to the fullest extent permitted by applicable law, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company, this Agreement or any investment made or held by the Company, including with respect to any acts or omissions made while serving at the request of the Company as an officer, director, manager, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan. The Indemnified Persons shall be indemnified by the Company to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or this Agreement, or any investment made or held by the Company, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company under Delaware law, a director Board Member, director, manager or officer of the Company or any Subsidiary of the Company or the ManagerCompany, or an officer, director, manager, member, partner, tax matters partnerPartnership Representative, fiduciary or trustee of another Person or any employee benefit plan at the request of the Company. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Manager Board (and its officers) are hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 Section 5.7 in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(aSection 5.7(a) that the Company indemnify each Indemnified Person to the fullest extent permitted by law.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable law, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer Director of the Company or a SubsidiaryCompany, or any the Member or any holder of any equity interest in any Subsidiary of the Company, Company for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company, this Agreement or any investment made or held by the Company, including with respect to any acts or omissions made while serving at the request of the Company as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan. The Indemnified Persons shall be indemnified by the Company Company, to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or this Agreement, or any investment made or held by the CompanyCompany or any of its Subsidiaries, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company under Delaware law, a director Director or officer Officer of the Company or any Subsidiary of the Company or the ManagerCompany, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request of the Company. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Manager (and its officers) Officers are hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 Section 5.17 in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(aSection 5.17(a) that the Company indemnify each Indemnified Person to the fullest extent permitted by law. The termination of any action, suit or proceeding relating to or involving an Indemnified Person by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Person committed an act or omission that constitutes fraud, willful misconduct or gross negligence.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable lawV including Section 5.7, the Indemnified Protected Persons shall not be liable to the Company, any Subsidiary of the Company, any officer of the Company or a Subsidiary, or any Group Member or any holder of any equity interest in any Subsidiary of the Company, Series Member for any acts or omissions by any of the Indemnified Protected Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Companyany Company Group Member, this Agreement Agreement, any Series Designation, or any investment made or held by the Companya Company Group Member, including with respect to any acts or omissions made while serving at the request of the Company Managing Member as an officer, director, member, partner, tax matters partner, fiduciary or trustee manager of another Person Person, other than such acts or any employee benefit planomissions that have been determined in a final, non-appealable decision of a court of competent jurisdiction to constitute fraud or willful misconduct. The Indemnified Protected Persons shall be indemnified by the Company and, to the extent the indemnification obligation is associated with any Series, each such Series, in each case, to the fullest extent permitted by law, against all claims, actions, obligations, expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basisdisbursements) (collectively, “Expenses and LiabilitiesLosses”) arising from the performance or non-performance of any of their duties or obligations in connection with their service to the any Company Group Member or this Agreement, or any investment made or held by the Companyany Company Group Member, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager Protected Person, provided that this indemnification shall not cover Losses that arise out of the Company under Delaware lawacts or omissions of any Protected Person that have been determined in a final, non-appealable decision of a director court, arbitrator or officer other tribunal of the Company competent jurisdiction to have resulted primarily from such Protected Person’s fraud or any Subsidiary of the Company or the Manager, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request of the Companywillful misconduct. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, Protected Person pursuant to a loan guaranty or otherwise, for any indebtedness of the any Company or any Subsidiary of the Company Group Member (including any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject toExtraordinary Loan), and the Manager (and its officers) are Managing Member is hereby authorized and empowered, on behalf of the Companyany Company Group Member, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 Section in favor of any Indemnified Protected Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(a) paragraph that the Company and each applicable Series indemnify each Indemnified Protected Person to the fullest extent permitted by law, provided that this indemnification shall not cover Losses that arise out of the acts or omissions of any Protected Person that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Protected Person’s fraud or willful misconduct.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable law, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company, this Agreement or any investment made or held by the Company, including with respect to any acts or omissions made while serving at the request of the Company as an officer, director, member, partner, tax matters partnerrepresentative, fiduciary or trustee of another Person or any employee benefit plan. The Indemnified Persons shall be indemnified by the Company to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or this Agreement, or any investment made or held by Subsidiary of the Company, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company under Delaware Nevada law, a director or officer of the Company or any Subsidiary of the Company or the Manager, or an officer, director, member, partner, tax matters partnerrepresentative, fiduciary or trustee of another Person or any employee benefit plan at the request of the Company. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Manager (and its officers) are hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section Section 5.4 in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section Section 5.4(a) that the Company indemnify each Indemnified Person to the fullest extent permitted by law.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable lawARTICLE V including Section 5.6, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company, this Agreement or any investment made or held by the Company, including with respect to any acts or omissions made while serving at the request of the Company as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person Person, other than such acts or any employee benefit planomissions that have been determined in a final, non-appealable decision of a court of competent jurisdiction to constitute fraud, willful misconduct or gross negligence. The Indemnified Persons shall be indemnified by the Company and, to the extent Expenses and Liabilities are associated with any property, each such property, in each case, to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or this Agreement, or any investment made or held by the Company, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company under Delaware Texas law, a director or officer an Officer of the Company or any Subsidiary of the Company or the ManagerCompany, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request Person, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the Companyacts or omissions of any Indemnified Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Persons fraud, willful misconduct or gross negligence. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Manager (and its officers) Managing Member or the Officers are hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 Section in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(a) paragraph that the Company indemnify each Indemnified Person to the fullest extent permitted by law, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the acts or omissions of any Indemnified Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Persons fraud, willful misconduct or gross negligence.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable law, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer officer, tax matters partner, or Partnership Representative of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company, this Agreement or any investment made or held by the Company, including with respect to any acts or omissions made while serving at the request of the Company as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan. The Indemnified Persons shall be indemnified by the Company to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or this Agreement, or any investment made or held by the Company, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company under Delaware law, a director or officer of the Company or any Subsidiary of the Company or the Manager, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request of the Company. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Manager (and its officers) are hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section Section 5.4 in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section Section 5.4(a) that the Company indemnify each Indemnified Person to the fullest extent permitted by law.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable law, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer Director of the Company or a SubsidiaryCompany, or any Member or any holder of any equity interest in any Subsidiary of the Company, for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company, this Agreement or any investment made or held by the Company, including with respect to any acts or omissions made while serving at the request of the Company as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan. The Indemnified Persons shall be indemnified by the Company Company, to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or this Agreement, or any investment made or held by the CompanyCompany or any of its Subsidiaries, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company under Delaware law, a director Director or officer Officer of the Company or any Subsidiary of the Company or the ManagerCompany, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request of the Company. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Manager (and its officers) Officers are hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 Section 5.19 in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(aSection 5.19(a) that the Company indemnify each Indemnified Person to the fullest extent permitted by law. The termination of any action, suit or proceeding relating to or involving an Indemnified Person by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Person committed an act or omission that constitutes fraud, willful misconduct or gross negligence.

Exculpation, Indemnification, Advances and Insurance. (a) Subject 5.5.1Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable lawARTICLE 5 including Section 5.7, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, Series for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the CompanyCompany or any Series, this Agreement or any investment made or held by the CompanyCompany or any Series, including with respect to any acts or omissions made while serving at the request of the Company or on behalf of any Series as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person Person, other than such acts or any employee benefit planomissions that have been determined in a final, non-appealable decision of a court of competent jurisdiction to constitute fraud, willful misconduct or gross negligence. The Indemnified Persons shall be indemnified by the Company and, to the extent Expenses and Liabilities are associated with any Series, each such Series, in each case, to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or each such Series or this Agreement, or any investment made or held by the Company, each such Series, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company or such Series under Delaware law, a director or officer an Officer of the Company or any Subsidiary associated with such Series, a member of the Company or the Manager, Advisory Board or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request Person, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the Companyacts or omissions of any Indemnified Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted DocuSign Envelope ID: 6B6ED8EE-9735-40CC-9571-A5A737D44DF0 primarily from such Indemnified Persons fraud, willful misconduct or gross negligence. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company Series DocuSign Envelope ID: 6B6ED8EE-9735-40CC-9571-A5A737D44DF0 (including any indebtedness which the Company or any Subsidiary of the Company Series has assumed or taken subject to), and the Manager (and its officers) Managing Member or the Officers are hereby authorized and empowered, on behalf of the CompanyCompany or any Series, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 Section in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(a) Section 5.5.1 that the Company and each applicable Series indemnify each Indemnified Person to the fullest extent permitted by law, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the acts or omissions of any Indemnified Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Persons fraud, willful misconduct or gross negligence.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable law, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer of the Company or a Subsidiary, or any Member or any holder Beneficial Owner of any equity interest in any Subsidiary of the Company, for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company, this Agreement or any investment made or held by the Company, including with respect to any acts or omissions made while serving at the request of the Company as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan, other than such acts or omissions that have been determined in a final, non-appealable decision of a court of competent jurisdiction to constitute fraud or willful misconduct. The Indemnified Persons shall be indemnified by the Company to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or this Agreement, or any investment made or held by the Company, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company under Delaware law, a director director, officer or officer agent of the Company or any Subsidiary of the Company Company, the Manager or the Property Manager, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request of the Company; provided that this indemnification shall not cover Expenses and Liabilities that arise out of the acts or omissions of any Indemnified Person that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Person’s fraud or willful misconduct. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Manager (and its officers) are hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section Section 5.4 in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section Section 5.4(a) that the Company indemnify each Indemnified Person to the fullest extent permitted by law.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article VV of the OPERATING AGREEMENT, to the fullest extent permitted by applicable law, the Indemnified Persons INDEMNIFIED PERSON(S) shall not be liable to the CompanyCOMPANY, any Subsidiary of the CompanyCOMPANY, any officer of the Company COMPANY or a Subsidiary, or any Member or any holder Shareholder of any equity interest in any Subsidiary of the CompanyCOMPANY, for any acts or omissions by any of the Indemnified Persons INDEMNIFIED PERSON(S) arising from the exercise of their rights or performance of their duties and obligations in connection with the CompanyCOMPANY, this Agreement OPERATING AGREEMENT or any investment made or held by the CompanyCOMPANY, including with respect to any acts or omissions made while serving at the request of the Company COMPANY as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person person, or entity, or any employee benefit plan. The Indemnified Persons INDEMNIFIED PERSON(S) shall be indemnified by the Company COMPANY to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company COMPANY and counsel fees and disbursements on a solicitor and client basis) (collectively, “"Expenses and Liabilities”") arising from the performance of any of their duties or obligations in connection with their service to the Company COMPANY or this AgreementOPERATING AGREEMENT, or any investment made or held by the CompanyCOMPANY, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person person, or entity, may hereafter be made party by reason of being or having been a manager MANAGING MEMBER or member of the Company BOARD OF DIRECTORS of the COMPANY under Delaware Florida law, a director or officer of the Company COMPANY or any Subsidiary of the Company COMPANY or the ManagerMANAGING MEMBER or member of the BOARD OF DIRECTORS, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person person or any employee benefit plan at the request of the CompanyCOMPANY. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified PersonINDEMNIFIED PERSON(S), pursuant to a loan guaranty or otherwise, for any indebtedness of the Company COMPANY or any Subsidiary of the Company COMPANY (including any indebtedness which the Company COMPANY or any Subsidiary of the Company COMPANY has assumed or taken subject to), and the Manager MANAGING MEMBER or BOARD OF DIRECTORS (and its officers) are hereby authorized and empowered, on behalf of the CompanyCOMPANY, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section Section 5.4 of the OPERATING AGREEMENT in favor of any Indemnified Person INDEMNIFIED PERSON(S) having or potentially having liability for any such indebtedness. It is the intention of this ‎Section Section 5.4(a) of this OPERATING AGREEMENT that the Company COMPANY indemnify each Indemnified Person INDEMNIFIED PERSON(S) to the fullest extent permitted by law.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable law, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer Director of the Company or a SubsidiaryCompany, or any Member or any holder of any equity interest in any Subsidiary of the Company, Company for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company, this Agreement or any investment made or held by the Company, including with respect to any acts or omissions made while serving at the request of the Company as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan, if such Indemnified Person acted in a manner not constituting fraud, gross negligence or willful misconduct. The Indemnified Persons shall be indemnified by the Company Company, to the fullest extent permitted by lawlaw (except in instances of fraud, gross negligence or willful misconduct), against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”disbursements) arising from the performance of any of their duties or obligations in connection with their service to the Company or this Agreement, or any investment made or held by the CompanyCompany or any of its Subsidiaries, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company under Delaware law, a director Director or officer Officer of the Company or any Subsidiary of the Company or the ManagerCompany, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request of the Company. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Manager (and its officers) Officers are hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 Table of Contents Section 5.19 in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(aSection 5.19(a) that the Company indemnify each Indemnified Person to the fullest extent permitted by lawlaw if such Indemnified Person acted in a manner not constituting fraud, gross negligence or willful misconduct. The termination of any action, suit or proceeding relating to or involving an Indemnified Person by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Person committed an act or omission that constitutes fraud, gross negligence or willful misconduct.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V‎V, to the fullest extent permitted by applicable law, the Indemnified Persons shall not be liable to the Company, any Series, any Subsidiary of the Companyany Series, any officer Director of the Company or a Subsidiaryassociated with any Series, or any Member or any holder of any equity interest in any Subsidiary of the Companyany Series, for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the CompanyCompany or any Series, this Agreement or any investment made or held by the CompanyCompany or any Series, including with respect to any acts or omissions made while serving at the request of the Company or on behalf of any Series as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan. The Indemnified Persons shall be indemnified by the Company and, to the extent Expenses and Liabilities are associated with any Series, each such Series, in each case, to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “"Expenses and Liabilities”") arising from the performance of any of their duties or obligations in connection with their service to the Company and/or each such Series or this Agreement, or any investment made or held by the Company, each such Series or any Subsidiaries of such Series, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company or such Series under Delaware law, a director Director or officer Officer of the Company or associated with such Series or any Subsidiary of the Company or the Managersuch Series, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request of the CompanyCompany or on behalf of such Series. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company Company, any Series or any Subsidiary of the Company any Series (including any indebtedness which the Company Company, any Series or any Subsidiary of the Company any Series has assumed or taken subject to), and the Manager (and its officers) Officers are hereby authorized and empowered, on behalf of the CompanyCompany or any Series, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 5.5 in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(a5.5(a) that the Company and each applicable Series indemnify each Indemnified Person to the fullest extent permitted by law.. 30

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable lawARTICLE V including Section 5.7, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, Series for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the CompanyCompany or any Series, this Agreement or any investment made or held by the CompanyCompany or any Series, including with respect to any acts or omissions made while serving at the request of the Company or on behalf of any Series as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person Person, other than such acts or any employee benefit planomissions that have been determined in a final, non-appealable decision of a court of competent jurisdiction to constitute fraud, willful misconduct or gross negligence. The Indemnified Persons shall be indemnified by the Company and, to the extent Expenses and Liabilities are associated with any Series, each such Series, in each case, to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or each such Series or this Agreement, or any investment made or held by the Company, each such Series, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company or such Series under Delaware law, a director or officer an Officer of the Company or any Subsidiary associated with such Series, a member of the Company or the Manager, Advisory Board or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request Person, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the Companyacts or omissions of any Indemnified Person that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Person’s fraud, willful misconduct or gross negligence. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company Series (including any indebtedness which the Company or any Subsidiary of the Company Series has assumed or taken subject to), and the Manager (and its officers) or the Officers are hereby authorized and empowered, on behalf of the CompanyCompany or any Series, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 Section in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(a) paragraph that the Company and each applicable Series indemnify each Indemnified Person to the fullest extent permitted by law, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the acts or omissions of any Indemnified Person that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Person’s fraud, willful misconduct or gross negligence.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V5, to the fullest extent permitted by applicable law, the Indemnified Persons shall not be liable to the Company, any Subsidiary officer of the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company, this Agreement or any investment made or held by the Company, including with respect to any acts or omissions made while serving at the request of the Company as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan. The Indemnified Persons shall be indemnified by the Company to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or this Agreement, or any investment made or held by the Company, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company under Delaware Washington law, a director or officer of the Company or any Subsidiary of the Company or the ManagerCompany, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request of the Company. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, Person pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Manager (and its officers) Managers are hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 5.5 in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(a5.5(a) that the Company indemnify each Indemnified Person to the fullest extent permitted by law.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable lawARTICLE V including Section 5.7, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, Series for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the CompanyCompany or any Series, this Agreement or any investment made or held by the CompanyCompany or any Series, including with respect to any acts or omissions made while serving at the request of the Company or on behalf of any Series as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person Person, other than such acts or any employee benefit planomissions that have been determined in a final, non- appealable decision of a court of competent jurisdiction to constitute fraud, willful misconduct or gross negligence. The Indemnified Persons shall be indemnified by the Company and, to the extent Expenses and Liabilities are associated with any Series, each such Series, in each case, to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “”Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or each such Series or this Agreement, or any investment made or held by the Company, each such Series, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company or such Series under Delaware law, a director or officer an Officer of the Company or any Subsidiary associated with such Series, a member of the Company or the Manager, Advisory Board or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request Person, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the Companyacts or omissions of any Indemnified Person that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Person’s fraud, willful misconduct or gross negligence. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company Series (including any indebtedness which the Company or any Subsidiary of the Company Series has assumed or taken subject to), and the Manager (and its officers) Managing Member or the Officers are hereby authorized and empowered, on behalf of the CompanyCompany or any Series, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 Section in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(a) paragraph that the Company and each applicable Series indemnify each Indemnified Person to the fullest extent permitted by law, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the acts or omissions of any Indemnified Person that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Person’s fraud, willful misconduct or gross negligence.

Exculpation, Indemnification, Advances and Insurance. (a) Subject a)Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable lawARTICLE V including Section 5.7, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, Series for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the CompanyCompany or any Series, this Agreement or any investment made or held by the CompanyCompany or any Series, including with respect to any acts or omissions made while serving at the request of the Company or on behalf of any Series as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person Person, other than such acts or any employee benefit planomissions that have been determined in a final, non-appealable decision of a court of competent jurisdiction to constitute fraud, willful misconduct or gross negligence. The Indemnified Persons shall be indemnified by the Company and, to the extent Expenses and Liabilities are associated with any Series, each such Series, in each case, to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or each such Series or this Agreement, or any investment made or held by the Company, each such Series, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company or such Series under Delaware law, a director or officer an Officer of the Company or any Subsidiary associated with such Series, a member of the Company or the Manager, Advisory Board or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request Person, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the Companyacts or omissions of any Indemnified Person that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Person's fraud, willful misconduct or gross negligence. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company Series (including any indebtedness which the Company or any Subsidiary of the Company Series has assumed or taken subject to), and the Manager (and its officers) Managing Member or the Officers are hereby authorized and empowered, on behalf of the CompanyCompany or any Series, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 Section in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(a) paragraph that the Company and each applicable Series indemnify each Indemnified Person to the fullest extent permitted by law, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the acts or omissions of any Indemnified Person that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Person's fraud, willful misconduct or gross negligence.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable law, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, for any mistakes or errors in judgment, or for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company, this Agreement or any investment made or held by the Company, including with respect to any acts or omissions made while serving at the request of the Company as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan, that the Indemnified Persons believed to be within the scope of their authority granted hereunder; provided, that each Indemnified Person may be liable to the Company for Expenses and Liabilities (as defined below) arising out of any acts or omissions of such Indemnified Person constituting fraud, gross negligence, or reckless disregard of his, her or its obligations and duties to the Company. The Indemnified Persons shall be indemnified by the Company to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or this Agreement, or any investment made or held by the Company, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company under Delaware law, a director or an officer of the Company or any Subsidiary of the Company or the Manager, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request of the Company. Without limitation; provided, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of that the Company or any Subsidiary of the Company (including any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Manager (and its officers) are hereby authorized and empowered, on behalf of the Company, shall not be required to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 in favor of indemnify any Indemnified Person having or potentially having liability for any Expenses and Liabilities arising out of any acts or omissions of such indebtedness. It is the intention of this ‎Section 5.4(a) that the Company indemnify each Indemnified Person constituting fraud, gross negligence, willful misconduct or reckless disregard of his, her or its obligations and duties to the fullest extent permitted by lawCompany.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable law, the Indemnified Persons shall not be liable to the Company, any Series, any Subsidiary of the Companyany Series, any officer Director of the Company or a Subsidiaryassociated with any Series, or any Member or any holder of any equity interest in any Subsidiary of the Companyany Series, for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the CompanyCompany or any Series, this Agreement or any investment made or held by the CompanyCompany or any Series, including with respect to any acts or omissions made while serving at the request of the Company or on behalf of any Series as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan. The Indemnified Persons shall be indemnified by the Company and, to the extent Expenses and Liabilities are associated with any Series, each such Series, in each case, to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “"Expenses and Liabilities”") arising from the performance of any of their duties or obligations in connection with their service to the Company and/or each such Series or this Agreement, or any investment made or held by the Company, each such Series or any Subsidiaries of such Series, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company or such Series under Delaware law, a director Director or officer Officer of the Company or associated with such Series or any Subsidiary of the Company or the Managersuch Series, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request of the CompanyCompany or on behalf of such Series. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company Company, any Series or any Subsidiary of the Company any Series (including any indebtedness which the Company Company, any Series or any Subsidiary of the Company any Series has assumed or taken subject to), and the Manager (and its officers) Officers are hereby authorized and empowered, on behalf of the CompanyCompany or any Series, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 Section 5.6 in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(aSection 5.6(a) that the Company and each applicable Series indemnify each Indemnified Person to the fullest extent permitted by law.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable law, the Indemnified Persons shall not be liable to the Company, any Series, any Subsidiary of the Companyany Series, any officer Director of the Company or a Subsidiaryassociated with any Series, or any Member or any holder of any equity interest in any Subsidiary of the Companyany Series, for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the CompanyCompany or any Series, this Agreement or any investment made or held by the CompanyCompany or any Series, including with respect to any acts or omissions made while serving at the request of the Company or on behalf of any Series as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan. The Indemnified Persons shall be indemnified by the Company and, to the extent Expenses and Liabilities are associated with any Series, each such Series, in each case, to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company and/or each such Series or this Agreement, or any investment made or held by the Company, each such Series or any Subsidiaries of such Series, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company or such Series under Delaware law, a director Director or officer Officer of the Company or associated with such Series or any Subsidiary of the Company or the Managersuch Series, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request of the CompanyCompany or on behalf of such Series. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company Company, any Series or any Subsidiary of the Company any Series (including any indebtedness which the Company Company, any Series or any Subsidiary of the Company any Series has assumed or taken subject to), and the Manager (and its officers) Officers are hereby authorized and empowered, on behalf of the CompanyCompany or any Series, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 Section 5.6 in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(aSection 5.6(a) that the Company and each applicable Series indemnify each Indemnified Person to the fullest extent permitted by law.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable law, the Indemnified Persons shall not be liable to the Company, any Subsidiary officer of the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company, this Agreement or any investment made or held by the Company, including with respect to any acts or omissions made while serving at the request of the Company as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan. The Indemnified Persons shall be indemnified by the Company to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or this Agreement, or any investment made or held by the Company, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company under Delaware New Hampshire law, a director or officer of the Company or any Subsidiary of the Company or the Manager, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request of the Company. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, Person pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Manager (and its officers) are hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 5.5 in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(a5.5(a) that the Company indemnify each Indemnified Person to the fullest extent permitted by law.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable law, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company, this Agreement or any investment made or held by the Company, including with respect to any acts or omissions made while serving at the request of the Company as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan. The Indemnified Persons shall be indemnified by the Company to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or this Agreement, or any investment made or held by the Company, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company under Delaware law, a director or officer of the Company or any Subsidiary of the Company or the Manager, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request of the Company. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Manager (and its officers) are hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section ‎ Section 5.4 in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section ‎ Section 5.4(a) that the Company indemnify each Indemnified Person to the fullest extent permitted by law.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable lawARTICLE V including Section 5.7, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, Series for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the CompanyCompany or any Series, this Agreement or any investment made or held by the CompanyCompany or any Series, including with respect to any acts or omissions made while serving at the request of the Company or on behalf of any Series as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person Person, other than such acts or any employee benefit planomissions that have been determined in a final, non-appealable decision of a court of competent jurisdiction to constitute fraud, willful misconduct or gross negligence. The Indemnified Persons shall be indemnified by the Company and, to the extent Expenses and Liabilities are associated with any Series, each such Series, in each case, to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “”Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or each such Series or this Agreement, or any investment made or held by the Company, each such Series, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company or such Series under Delaware law, a director or officer an Officer of the Company or any Subsidiary associated with such Series, a member of the Company or the Manager, Advisory Board or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request Person, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the Companyacts or omissions of any Indemnified Person that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Person’s fraud, willful misconduct or gross negligence. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company Series (including any indebtedness which the Company or any Subsidiary of the Company Series has assumed or taken subject to), and the Manager (and its officers) Managing Member or the Officers are hereby authorized and empowered, on behalf of the CompanyCompany or any Series, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 Section in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(a) paragraph that the Company and each applicable Series indemnify each Indemnified Person to the fullest extent permitted by law, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the acts or omissions of any Indemnified Person that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Person’s fraud, willful misconduct or gross negligence.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article ARTICLE V, to the fullest extent permitted by applicable lawincluding Section 5.7, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, Series for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the CompanyCompany or any Series, this Agreement or any investment made or held by the CompanyCompany or any Series, including with respect to any acts or omissions made while serving at the request of the Company or on behalf of any Series as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person Person, other than such acts or any employee benefit planomissions that have been determined in a final, non-appealable decision of a court of competent jurisdiction to constitute fraud, willful misconduct or gross negligence. The Indemnified Persons shall be indemnified by the Company and, to the extent Expenses and Liabilities are associated with any Series, each such Series, in each case, to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or each such Series or this Agreement, or any investment made or held by the Company, each such Series, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company or such Series under Delaware law, a director or officer an Officer of the Company or any Subsidiary associated with such Series, a member of the Company or the Manager, Advisory Board or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request Person; provided that this indemnification shall not cover Expenses and Liabilities that arise out of the Companyacts or omissions of any Indemnified Person that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Person’s fraud, willful misconduct or gross negligence. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company Series (including any indebtedness which the Company or any Subsidiary of the Company Series has assumed or taken subject to), and the Manager (and its officers) Managing Member or the Officers are hereby authorized and empowered, on behalf of the CompanyCompany or any Series, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 Section in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(a) paragraph that the Company and each applicable Series indemnify each Indemnified Person to the fullest extent permitted by law; provided that this indemnification shall not cover Expenses and Liabilities that arise out of the acts or omissions of any Indemnified Person that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Person’s fraud, willful misconduct or gross negligence.

Exculpation, Indemnification, Advances and Insurance. (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable lawARTICLE V including Section 5.7, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, Series for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the CompanyCompany or any Series, this Agreement or any investment made or held by the CompanyCompany or any Series, including with respect to any acts or omissions made while serving at the request of the Company or on behalf of any Series as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person Person, other than such acts or any employee benefit planomissions that have been determined in a final, non-appealable decision of a court of competent jurisdiction to constitute fraud, willful misconduct or gross negligence. The Indemnified Persons shall be indemnified by the Company and, to the extent Expenses and Liabilities are associated with any Series, each such Series, in each case, to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “”Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or each such Series or this Agreement, or any investment made or held by the Company, each such Series, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager managing member of the Company or such Series under Delaware law, a director or officer an Officer of the Company or any Subsidiary associated with such Series, a member of the Company or the Manager, Advisory Board or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request Person, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the Companyacts or omissions of any Indemnified Person that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Person’s fraud, willful misconduct or gross negligence. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company Series (including any indebtedness which the Company or any Subsidiary of the Company Series has assumed or taken subject to), and the Manager (and its officers) Managing Member or the Officers are hereby authorized and empowered, on behalf of the CompanyCompany or any Series, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 Section in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(a) paragraph that the Company and each applicable Series indemnify each Indemnified Person to the fullest extent permitted by law, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the acts or omissions of any Indemnified Person that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Person’s fraud, willful misconduct or gross negligence.