Common use of Indemnification Rights Clause in Contracts

Indemnification Rights. Each Person who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he is or was a Director or officer of the Company or is or was serving at the request of the Company as a director or officer of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including, without limitation, service with respect to an employee benefit plan (hereinafter, an “Indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a Director or officer or in any other capacity while so serving, shall be indemnified and held harmless by the Company to the full extent permitted by the LLC Act and the Investment Company Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), or by other applicable law as then in effect, against all expense, liability and loss (including, without limitation, attorneys’ fees, costs and charges, judgments, fines, excise taxes or penalties under ERISA, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that except as provided in Section 4.8(c) with respect to proceedings to enforce rights to indemnification and advancement, the Company shall indemnify any such Indemnitee in connection with a proceeding (or part thereof) initiated by such Indemnitee only if such proceeding (or part thereof) was authorized by the Board. Notwithstanding anything to the contrary in this Section 4.8(a) or any other provision of this Agreement, for so long as the Company is subject to the Investment Company Act, the Company shall not indemnify an Indemnitee to the extent such indemnification would violate the Investment Company Act.

Indemnification Rights. Each Person who was (i) In the event of any registration or is made a party or is threatened other offer and sale of any securities of the Company under the Securities Act pursuant to be made a party to or is otherwise involved this Article I, the Company shall indemnify and hold harmless the Investor and each Person, if any, that controls the Investor within the meaning of Section 15 of the Securities Act (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter each a “proceedingcontrolling person”), by reason their respective officers, directors, employees, stockholders, members, Representatives and Affiliates, and each controlling person of each Affiliate of any of the fact that he is or was foregoing Persons (each, a Director or officer of the Company or is or was serving at the request of the Company as a director or officer of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including, without limitation, service with respect to an employee benefit plan (hereinafter, an “Investor Registration Rights Indemnitee”), whether to the basis fullest extent lawful, from and against any and all Damages caused by (A) any untrue statement of such proceeding is material fact (or alleged action untrue statement of a material fact) contained in an official capacity as a Director or officer any Disclosure Package, any Registration Statement, any Prospectus (including any preliminary Prospectus), any Free Writing Prospectus, or in any other capacity while so servingamendment or supplement thereto, shall (B) any omission or alleged omission to state therein any material fact required to be indemnified and held harmless stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (C) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any foreign or state securities laws or any rule or regulation promulgated under the Securities Act, the Exchange Act or any foreign or state securities laws; provided that the Company shall not be liable to an Investor Registration Rights Indemnitee to the extent that any such Damages are directly caused by any untrue statement or omission (or alleged untrue statement or omission) made in such Disclosure Package, Registration Statement, Prospectus (including any preliminary Prospectus), Free Writing Prospectus, or any amendment or supplement thereto, in strict reliance upon and strictly in conformity with written information about the Investor furnished to the Company by or on behalf of the Investor expressly for use therein. This indemnity shall be in addition to any liability which the Company may otherwise have. Such indemnity and reimbursement of expenses shall remain in full extent permitted force and effect regardless of any investigation made by or on behalf of any Investor Registration Rights Indemnitee and shall survive the Transfer of securities by the LLC Investor. (ii) The Investor shall indemnify and hold harmless the Company and each of its officers who execute any of the Company’s filings with the SEC pursuant to the Exchange Act and or the Investment Company Securities Act, as its directors, officers and employees (each, a “Company Registration Rights Indemnitee”), to the same exists fullest extent lawful, from and against any and all Damages directly caused by (A) any untrue statement of material fact (or may hereafter alleged untrue statement of a material fact) contained in any Disclosure Package, any Registration Statement, any Prospectus (including any preliminary Prospectus), any Free Writing Prospectus or in any amendment or supplement thereto, (B) any omission (or alleged omission) to state therein any material fact required to be amended (butstated therein or necessary to make the statements therein, in light of the case of any such amendmentcircumstances under which they were made, only not misleading, in each case, to the extent that such amendment permits untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company to provide broader indemnification rights than said law permitted by or on behalf of the Company to provide prior to such amendment)Investor expressly for use therein or (C) any violation or alleged violation by the Investor of the Securities Act, the Exchange Act, any foreign or by other applicable law as then in effectstate securities laws or any rule or regulation promulgated under the Securities Act, against all expense, liability and loss (including, without limitation, attorneys’ fees, costs and charges, judgments, fines, excise taxes the Exchange Act or penalties under ERISA, penalties and amounts paid any foreign or to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee in connection therewithstate securities laws; provided, however, that except as in no event shall the obligations of the Investor hereunder exceed the net proceeds received by it from the sale of its Registrable Securities related to the matter in which Damages are sought. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of a Company Registration Rights Indemnitee and shall survive the Transfer of such securities by the Investor. (iii) If the indemnification provided for in Section 4.8(c1.6(a)(i) or Section 1.6(a)(ii) is unavailable to an Investor Registration Rights Indemnitee or a Company Registration Rights Indemnitee, as applicable, with respect to proceedings any Damages referred to enforce rights therein or is unenforceable or insufficient to indemnification and advancementhold an Investor Registration Rights Indemnitee or Company Registration Rights Indemnitee, as applicable, harmless as contemplated therein, then the Company or the Investor, as applicable, in lieu of indemnifying such Investor Registration Rights Indemnitee or Company Registration Rights Indemnitee, as applicable, shall indemnify any contribute to the amount paid or payable by such Investor Registration Rights Indemnitee or Company Registration Rights Indemnitee, as applicable, as a result of such Damages in such proportion as is appropriate to reflect the relative fault of such Investor Registration Rights Indemnitee or Company Registration Rights Indemnitee, as applicable, on the one hand, and the Company or the Investor, as applicable, on the other hand, in connection with the statements or omissions which resulted in such Damages as well as any other relevant equitable considerations. The relative fault of the Company or the Investor, as applicable, on the one hand, and of an Investor Registration Rights Indemnitee or Company Registration Rights Indemnitee, as applicable, on the other hand, shall be determined by reference to, among other factors, whether the untrue or alleged untrue statement of a proceeding material fact or omission or alleged omission to state a material fact relates to information supplied by or on behalf of the Company or the Investor, as applicable, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; the Company and the Investor agree that it would not be just and equitable if contribution pursuant to this Section 1.6(a)(iii) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 1.6(a)(iii). No Investor Registration Rights Indemnitee or Company Registration Rights Indemnitee guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from the Company or part thereof) initiated by the Investor, as applicable, if the Company or the Investor, as applicable, was not guilty of such Indemnitee only if such proceeding (or part thereof) was authorized by the Boardfraudulent misrepresentation. Notwithstanding anything herein to the contrary contrary, in this Section 4.8(a) or any other provision no event shall the liability of this Agreement, for so long as the Company is subject Investor be greater in amount than the amount of net proceeds received by it from the sale of such Registrable Securities related to the Investment Company Act, the Company shall not indemnify an Indemnitee to the extent such matter in which indemnification would violate the Investment Company Actor contribution for Damages are sought.

Indemnification Rights. Each Person who was (a) From and after the Effective Time, to the extent not covered by the insurance set forth in the next succeeding sentence, Parent shall indemnify, defend and hold harmless the officers, directors and employees of the Company or is any of its subsidiaries against all losses, expenses, claims, damages or liabilities arising out of claims brought or made a party by third parties, including, without limitation, derivative claims, in connection with the transactions contemplated by this Agreement to the fullest extent permitted or is threatened required under applicable law and shall advance expenses prior to be made a party the final disposition of such claims and liabilities to which this sentence applies. Parent agrees that all rights to indemnification now existing in favor of the directors, officers or is otherwise involved employees of the Company or any of its subsidiaries (including, without limitation, any person who was or becomes a director, officer or employee prior to the Effective Time (the "INDEMNIFIED PARTIES")) under the Delaware Law or as a witness) provided in any actual the Company's Amended and Restated Certificate of Incorporation or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he is or was a Director or officer of the Company or is or was serving at the request of the Company as a director or officer of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including, without limitation, service By-Laws with respect to an employee benefit plan (hereinafter, an “Indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a Director matters occurring on or officer or in any other capacity while so serving, shall be indemnified and held harmless by the Company prior to the Effective Time shall survive the Merger and shall continue in full extent permitted by force and effect for a period of not less than six years after the LLC Act and the Investment Company Act, as the same exists or may hereafter be amended Effective Time (butor, in the case of any such amendment, only claims or other matters occurring on or prior to the extent that expiration of such amendment permits six year period which have not been resolved prior to the expiration of such six year period, until such matters are finally resolved) and Parent shall honor, and shall cause the Company to provide broader indemnification rights honor, all such rights. Parent shall cause to be maintained in effect for not less than said law permitted six years from the Effective Time the current policies of the directors' and officers' liability insurance maintained by the Company (provided that Parent may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous to provide prior to such amendment)the Company's directors, officers or by other applicable law as then in effect, against all expense, liability and loss (including, without limitation, attorneys’ fees, costs and charges, judgments, fines, excise taxes or penalties under ERISA, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that except as provided in Section 4.8(cemployees) with respect to proceedings matters occurring on or prior to enforce rights to indemnification and advancement, the Effective Time; provided that in no event shall Parent or the Company shall indemnify be required to expend annually more than 200% of the amount that the Company spent for these purposes in the last fiscal year to maintain or procure insurance coverage pursuant hereto; and provided further that if Parent or the Company are unable to obtain the insurance called for by this section, Parent or the Company will obtain as much comparable insurance as is available for such amount per year. (b) Without limiting the foregoing, in the event any such Indemnitee in connection with a claim, action, suit, proceeding or investigation to which the provisions of this Section 6.12 are applicable is brought against any Indemnified Party (whether arising before or part thereofafter the Effective Time), (i) initiated by such Indemnitee only if such proceeding (or part thereof) was authorized any counsel retained by the Board. Notwithstanding anything to Indemnified Parties for any period after the contrary in this Section 4.8(a) or any other provision of this Agreement, for so long as the Company is Effective Time shall be subject to the Investment Company Actapproval of the Surviving Corporation (such approval to not be unreasonably withheld; it being hereby agreed that the retention of any of Xxxxxxx Xxxxxxx & Bartlett, Richards, Xxxxxx & Finger or Osler, Xxxxxx & Harcourt by the Indemnified Parties shall not require the approval of the Surviving Corporation)); (ii) after the Effective Time, the Company Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; and (iii) after the Effective Time, the Surviving Corporation will use reasonable efforts to assist in the vigorous defense of any such matter, provided that the Surviving Corporation shall not indemnify an Indemnitee be liable for any settlement of any claim effected without its written consent, which consent, however, shall not be unreasonably withheld. Any Indemnified Party wishing to claim indemnification under this Section 6.12, upon learning of any such claim, action, suit, proceeding or investigation, shall notify the Surviving Corporation (but the failure so to notify the Surviving Corporation shall not relieve it from any liability which it may have under this Section 6.12 except to the extent such indemnification failure materially prejudices the Surviving Corporation). The Surviving Corporation shall be liable for the fees and expenses hereunder with respect to only one law firm, in addition to local counsel in each applicable jurisdiction, to represent the Indemnified Parties as a group with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict between the positions of any two or more Indemnified Parties that would violate the Investment Company Actpreclude or render inadvisable joint or multiple representation of such parties.

Indemnification Rights. Each Person who was (a) From and after the Effective Time, to the extent not covered by the insurance set forth in the next succeeding sentence, Purchaser shall indemnify, defend and hold harmless the officers, directors and employees of the Company or is any of its subsidiaries against all losses, expenses, claims, damages or liabilities arising out of claims brought or made a party by third parties, including, without limitation, derivative claims, in connection with the transactions contemplated by this Agreement to the fullest extent permitted or is threatened required under applicable law and shall advance expenses prior to be made a party the final disposition of such claims and liabilities to which this sentence applies. Purchaser agrees that all rights to indemnification now existing in favor of the directors, officers or is otherwise involved employees of the Company or any of its subsidiaries (including, without limitation, any person who was or becomes a director, officer or employee prior to the Effective Time (the "Indemnified Parties")) under the Delaware Law or as a witness) provided in any actual the Company's Restated Certificate of Incorporation or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he is or was a Director or officer of the Company or is or was serving at the request of the Company as a director or officer of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including, without limitation, service By-Laws with respect to an employee benefit plan (hereinafter, an “Indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a Director matters occurring on or officer or in any other capacity while so serving, shall be indemnified and held harmless by the Company prior to the Effective Time shall survive the Merger and shall continue in full extent permitted by force and effect for a period of not less than six years after the LLC Act and the Investment Company Act, as the same exists or may hereafter be amended Effective Time (butor, in the case of any such amendment, only claims or other matters occurring on or prior to the extent that expiration of such amendment permits six year period which have not been resolved prior to the expiration of such six year period, until such matters are finally resolved) and Purchaser shall honor, and shall cause the Company to provide broader indemnification rights honor, all such rights. Purchaser shall cause to be maintained in effect for not less than said law permitted six years from the Effective Time the current policies of the directors' and officers' liability insurance maintained by the Company to provide prior to such amendment), or by other applicable law as then in effect, against all expense, liability (provided that Purchaser may substitute therefor policies of at -------- least the same coverage containing terms and loss (including, without limitation, attorneys’ fees, costs and charges, judgments, fines, excise taxes or penalties under ERISA, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that except as provided in Section 4.8(cconditions which are no less advantageous) with respect to proceedings matters occurring on or prior to enforce rights to indemnification and advancement, the Effective Time; provided that in no event shall Purchaser or the Company shall indemnify be required to -------- expend annually more than 150% of the amount that the Company spent for these purposes in the last fiscal year to maintain or procure insurance coverage pursuant hereto; and provided further that if Purchaser or the Company are -------- ------- unable to obtain the insurance called for by this section Purchaser or the Company will obtain as much comparable insurance as is available for such amount per year. (b) Without limiting the foregoing, in the event any such Indemnitee in connection with a claim, action, suit, proceeding or investigation to which the provisions of this Section 6.10 are applicable is brought against any Indemnified Party (whether arising before or part thereofafter the Effective Time), (i) initiated by such Indemnitee only if such proceeding (or part thereof) was authorized any counsel retained by the Board. Notwithstanding anything to Indemnified Parties for any period after the contrary in this Section 4.8(a) or any other provision of this Agreement, for so long as the Company is Effective Time shall be subject to the Investment Company Actapproval of the Surviving Corporation (such approval to not be unreasonably withheld); (ii) after the Effective Time, the Company Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; and (iii) after the Effective Time, the Surviving Corporation will use reasonable efforts to assist in the vigorous defense of any such matter, provided that the Surviving Corporation shall not indemnify an Indemnitee be liable for any settlement of any claim effected without its written consent, which consent, however, shall not be unreasonably withheld. Any Indemnified Party wishing to claim indemnification under this Section 6.10, upon learning of any such claim, action, suit, proceeding or investigation, shall notify the Surviving Corporation (but the failure so to notify the Surviving Corporation shall not relieve it from any liability which it may have under this Section 6.10 except to the extent such indemnification failure materially prejudices the Surviving Corporation). The Surviving Corporation shall be liable for the fees and expenses hereunder with respect to only one law firm, in addition to local counsel in each applicable jurisdiction, to represent the Indemnified Parties as a group with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict between the positions of any two or more Indemnified Parties that would violate the Investment Company Actpreclude or render inadvisable joint or multiple representation of such parties.

Indemnification Rights. Each Person who was (i) In the event of any registration or is made a party or is threatened offer and sale of any securities of the Company under the Securities Act pursuant to be made a party this Article II, the Company will, and hereby agrees to, and hereby does, indemnify and hold harmless, to or is otherwise involved (includingthe fullest extent permitted by law, without limitationthe Holders, their Affiliates and, as a witnessapplicable, their respective directors, officers, employees, stockholders, members or general and limited partners in the offering or sale of such securities (and their respective directors, officers, employees, stockholders, members or general and limited partners), underwriter or Qualified Independent Underwriter, if any, in the offering or sale of such securities, each officer, director, employee, stockholder, managing director, affiliate, representative, successor, assign or partner of such underwriter or Qualified Independent Underwriter, or any such underwriter or Qualified Independent Underwriter within the meaning of the Securities Act, from and against any and all losses, claims, damages or liabilities, joint or several, actions or proceedings (whether commenced or threatened) and expenses (including reasonable fees of counsel and any amounts paid in any actual settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or threatened actiondelayed) to which each such indemnified party may become subject under the Securities Act or otherwise in respect thereof (collectively, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceedingClaims”), insofar as such Claims arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary Prospectus or any amendment or supplement thereto, together with the documents incorporated by reason reference therein, or any Free Writing Prospectus utilized in connection therewith, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any violation by the Company of any federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration, and the Company will reimburse any such indemnified party for any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such Claim as such expenses are incurred; provided, that the Company shall not be liable to any such indemnified party in any such case to the extent such Claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact that he is or omission or alleged omission of a material fact made in such Registration Statement or amendment thereof or supplement thereto or in any such Prospectus or any preliminary, final or summary Prospectus or Free Writing Prospectus in reliance upon and in strict conformity with written information furnished to the Company by or on behalf of such indemnified party specifically for use therein. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by the Holders. (ii) The Holders shall indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.8(a)(i)) to the extent permitted by law, the Company, its officers and directors, and each Person controlling the Company within the meaning of the Securities Act with respect to any untrue statement or alleged untrue statement of any material fact in, or omission or alleged omission of any material fact from, such Registration Statement, any preliminary, final or summary Prospectus contained therein, or any amendment or supplement thereto, or any Free Writing Prospectus utilized in connection therewith, if such statement or alleged statement or omission or alleged omission was a Director or officer of made in reliance upon and in strict conformity with written information furnished to the Company or is its representatives by or was serving at the request on behalf of the Company as a director Holders or officer of another corporation underwriter or of a partnershipQualified Independent Underwriter, limited liability companyif any, joint venturespecifically for use therein, trust and the Holders shall reimburse such indemnified party for any legal or other enterpriseexpenses reasonably incurred by such indemnified party in connection with investigating or defending any such Claim as such expenses are incurred; provided, includingthat the aggregate amount which the Holders shall be required to pay pursuant to this Section 2.8 (including pursuant to indemnity, without limitationcontribution or otherwise) shall in no case be greater than the amount of the net proceeds received by the Holders upon the sale of the Registrable Securities pursuant to the Registration Statement giving rise to such Claim; provided, service with respect to an employee benefit plan (hereinafterfurther, an “Indemnitee”), whether the basis of that such proceeding is alleged action in an official capacity as a Director or officer or Holders shall not be liable in any other capacity while so serving, shall be indemnified and held harmless by the Company to the full extent permitted by the LLC Act and the Investment Company Act, as the same exists or may hereafter be amended (but, in the such case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to the filing of any such amendment)Registration Statement or Prospectus or amendment thereof or supplement thereto, or by other applicable law as then in effect, against all expense, liability and loss (including, without limitation, attorneys’ fees, costs and charges, judgments, fines, excise taxes or penalties under ERISA, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee any Free Writing Prospectus utilized in connection therewith, such Holders have furnished in writing to the Company information expressly for use in such Registration Statement or Prospectus or any amendment thereof or supplement thereto or Free Writing Prospectus which corrected or made not misleading information previously furnished to the Company. (iii) Indemnification similar to that specified in Sections 2.8(a)(i) and 2.8(a)(ii) (with appropriate modifications) shall be given by the Company and the Holders with respect to any required registration or other qualification of securities under any applicable securities and state “blue sky” laws. (iv) If for any reason the foregoing indemnity is unavailable, unenforceable or is insufficient to hold harmless an indemnified party under Sections 2.8(a)(i), 2.8(a)(ii) or 2.8(a)(iii), then each applicable indemnifying party shall contribute to the amount paid or payable to such indemnified party as a result of any Claim in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to such Claim. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. If, however, the allocation provided in the second preceding sentence is not permitted by applicable Law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults but also the relative benefits of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if any contribution pursuant to this Section 2.8(a)(iv) were to be determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the preceding sentences of this Section 2.8(a)(iv). The amount paid or payable in respect of any Claim shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such Claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding anything in this Section 2.8(a)(iv) to the contrary, no indemnifying party (other than the Company) shall be required pursuant to this Section 2.8(a)(iv) to contribute any amount greater than the amount of the net proceeds received by such indemnifying party from the sale of Registrable Securities pursuant to the Registration Statement giving rise to such Claim, less the amount of any indemnification payment made by such indemnifying party pursuant to Sections 2.8(a)(ii) and 2.8(a)(iii). In addition, neither the Holders nor any Affiliate thereof shall be required to pay any amount under this Section 2.8(a)(iv) unless such Person or entity would have been required to pay an amount pursuant to Section 2.8(a)(ii) if it had been applicable in accordance with its terms. (v) The indemnity and contribution agreements contained herein shall be in addition to any other rights to indemnification or contribution which any indemnified party may have pursuant to law or contract and shall remain operative and in full force and effect regardless of any investigation made or omitted by or on behalf of any indemnified party and shall survive the transfer of the Registrable Securities by any such party. (vi) The indemnification and contribution required by this Section 2.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred; provided, however, that except as provided in Section 4.8(c) with respect the recipient thereof hereby undertakes to proceedings to enforce rights to indemnification repay such payments if and advancement, the Company shall indemnify any such Indemnitee in connection with a proceeding (or part thereof) initiated by such Indemnitee only if such proceeding (or part thereof) was authorized by the Board. Notwithstanding anything to the contrary in this Section 4.8(a) or any other provision of this Agreement, for so long as the Company is subject to the Investment Company Act, the Company shall not indemnify an Indemnitee to the extent it shall be determined by a court of competent jurisdiction that such indemnification would violate the Investment Company Actrecipient is not entitled to such payment hereunder.

Indemnification Rights. Each Person who was (i) In the event of any registration or is made a party or is threatened offer and sale of any securities of the Company under the Securities Act pursuant to be made a party this Article II, the Company will, and hereby agrees to, and hereby does, indemnify and hold harmless, to or is otherwise involved (includingthe fullest extent permitted by law, without limitationthe Holders, their Affiliates and, as a witnessapplicable, their respective directors, officers, employees, stockholders, members or general and limited partners in the offering or sale of such securities (and their respective directors, officers, employees, stockholders, members or general and limited partners), underwriter or Qualified Independent Underwriter, if any, in the offering or sale of such securities, each officer, director, employee, stockholder, managing director, affiliate, representative, successor, assign or partner of such underwriter or Qualified Independent Underwriter, or any such underwriter or Qualified Independent Underwriter within the meaning of the Securities Act, from and against any and all losses, claims, damages or liabilities, joint or several, actions or proceedings (whether commenced or threatened) and expenses (including reasonable fees of counsel and any amounts paid in any actual settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or threatened actiondelayed) to which each such indemnified party may become subject under the Securities Act or otherwise in respect thereof (collectively, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceedingClaims”), insofar as such Claims arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary Prospectus or any amendment or supplement thereto, together with the documents incorporated by reason reference therein, or any Free Writing Prospectus utilized in connection therewith, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any violation by the Company of any federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration, and the Company will reimburse any such indemnified party for any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such Claim as such expenses are incurred; provided, that the Company shall not be liable to any such indemnified party in any such case to the extent such Claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact that he is or omission or alleged omission of a material fact made in such Registration Statement or amendment thereof or supplement thereto or in any such Prospectus or any preliminary, final or summary Prospectus or Free Writing Prospectus in reliance upon and in strict conformity with written information furnished to the Company by or on behalf of such indemnified party specifically for use therein. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by the Holders. (ii) The Holders shall indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.8(a)(i)) to the extent permitted by law, the Company, its officers and directors, and each Person controlling the Company within the meaning of the Securities Act with respect to any untrue statement or alleged untrue statement of any material fact in, or omission or alleged omission of any material fact from, such Registration Statement, any preliminary, final or summary Prospectus contained therein, or any amendment or supplement thereto, or any Free Writing Prospectus utilized in connection therewith, if such statement or alleged statement or omission or alleged omission was a Director or officer of made in reliance upon and in strict conformity with written information furnished to the Company or is its representatives by or was serving at the request on behalf of the Company as a director or officer of another corporation or of a partnershipHolders, limited liability companyspecifically for use therein, joint venture, trust and the Holders shall reimburse such indemnified party for any legal or other enterpriseexpenses reasonably incurred by such indemnified party in connection with investigating or defending any such Claim as such expenses are incurred; provided, includingthat the aggregate amount which the Holders shall be required to pay pursuant to this Section 2.8 (including pursuant to indemnity, without limitationcontribution or otherwise) shall in no case be greater than the amount of the net proceeds received by the Holders upon the sale of the Registrable Securities pursuant to the Registration Statement giving rise to such Claim; provided, service with respect to an employee benefit plan (hereinafterfurther, an “Indemnitee”), whether the basis of that such proceeding is alleged action in an official capacity as a Director or officer or Holders shall not be liable in any other capacity while so serving, shall be indemnified and held harmless by the Company to the full extent permitted by the LLC Act and the Investment Company Act, as the same exists or may hereafter be amended (but, in the such case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to the filing of any such amendment)Registration Statement or Prospectus or amendment thereof or supplement thereto, or by other applicable law as then in effect, against all expense, liability and loss (including, without limitation, attorneys’ fees, costs and charges, judgments, fines, excise taxes or penalties under ERISA, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee any Free Writing Prospectus utilized in connection therewith, such Holders have furnished in writing to the Company information expressly for use in such Registration Statement or Prospectus or any amendment thereof or supplement thereto or Free Writing Prospectus which corrected or made not misleading information previously furnished to the Company. (iii) Indemnification similar to that specified in Section 2.8(a)(i) and 2.8(a)(ii) (with appropriate modifications) shall be given by the Company and the Holders with respect to any required registration or other qualification of securities under any applicable securities and state “blue sky” laws. (iv) If for any reason the foregoing indemnity is unavailable, unenforceable or is insufficient to hold harmless an indemnified party under Sections 2.8(a)(i), 2.8(a)(ii) or 2.8(a)(iii), then each applicable indemnifying party shall contribute to the amount paid or payable to such indemnified party as a result of any Claim in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to such Claim. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. If, however, the allocation provided in the second preceding sentence is not permitted by applicable Law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults but also the relative benefits of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if any contribution pursuant to this Section 2.8(a)(iv) were to be determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the preceding sentences of this Section 2.8(a)(iv). The amount paid or payable in respect of any Claim shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such Claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding anything in this Section 2.8(a)(iv) to the contrary, no indemnifying party (other than the Company) shall be required pursuant to this Section 2.8(a)(iv) to contribute any amount greater than the amount of the net proceeds received by such indemnifying party from the sale of Registrable Securities pursuant to the Registration Statement giving rise to such Claim, less the amount of any indemnification payment made by such indemnifying party pursuant to Sections 2.8(a)(ii) and 2.8(a)(iii). In addition, neither the Holders nor any Affiliate thereof shall be required to pay any amount under this Section 2.8(a)(iv) unless such Person or entity would have been required to pay an amount pursuant to Section 2.8(a)(ii) if it had been applicable in accordance with its terms. (v) The indemnity and contribution agreements contained herein shall be in addition to any other rights to indemnification or contribution which any indemnified party may have pursuant to law or contract and shall remain operative and in full force and effect regardless of any investigation made or omitted by or on behalf of any indemnified party and shall survive the transfer of the Registrable Securities by any such party. (vi) The indemnification and contribution required by this Section 2.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred; provided, however, that except as provided in Section 4.8(c) with respect the recipient thereof hereby undertakes to proceedings to enforce rights to indemnification repay such payments if and advancement, the Company shall indemnify any such Indemnitee in connection with a proceeding (or part thereof) initiated by such Indemnitee only if such proceeding (or part thereof) was authorized by the Board. Notwithstanding anything to the contrary in this Section 4.8(a) or any other provision of this Agreement, for so long as the Company is subject to the Investment Company Act, the Company shall not indemnify an Indemnitee to the extent it shall be determined by a court of competent jurisdiction that such indemnification would violate the Investment Company Actrecipient is not entitled to such payment hereunder.

Indemnification Rights. Each Person who was (a) If during the Term of this Agreement or for a three (3) year period thereafter, Consultant is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “"proceeding”"), by reason of the fact that that: (i) he is was, prior to the date hereof, a director, officer or was a Director or officer employee of the Company or is or was Company, (ii) he was, prior to the date hereof, serving at the request of the Company as a director director, officer or officer employee of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including, without limitation, including service with respect to an employee benefit plan plans, or (hereinafteriii) he was, an “Indemnitee”)during the Term of this Agreement, serving as a consultant to the Company or, at the request of the Company, serving as a director, officer or employee of North American Environmental Group, Inc. or any other corporation, partnership, joint venture, trust or other enterprise pursuant to the terms of this Agreement, in any such case, whether the basis of such proceeding is alleged action or inaction in an official capacity as a Director director, officer, employee or officer or in any other capacity while so servingconsultant, then Consultant shall be indemnified and held harmless by the Company to the full fullest extent permitted authorized by the LLC Act and General Corporation Law of the Investment State of Delaware (it being understood that Consultant will be treated in a manner similar to a director, officer or employee with respect to the indemnification obligations of Company Actin Consultant's capacity as a consultant), as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said such law permitted the Company to provide prior to such amendment) (the "GCL"), or by other applicable law as then in effect, against all expense, liability and loss (including, without limitation, including attorneys’ ' fees, costs and charges, judgments, fines, ERISA excise taxes or penalties under ERISA, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee Consultant in connection therewith, whether occurring before, during or after the Term of this Agreement, and such indemnification shall inure to the benefit of his heirs, executors and administrators; provided, however, that except as provided in Section 4.8(c) with respect to proceedings to enforce rights to indemnification and advancementthis Section, the Company shall indemnify any such Indemnitee Consultant in connection with a proceeding (or part thereof) initiated by such Indemnitee Consultant only if such proceeding (or part thereof) was authorized by the BoardBoard of Directors of the Company. Notwithstanding anything The right to the contrary indemnification conferred in this Section 4.8(a) or any other provision of this Agreement, for so long as shall be a contract right and shall include the right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the GCL requires, the payment of such expenses incurred by Consultant in his capacity as a director, officer, employee or consultant (and not in any capacity in which service was or is subject rendered by Consultant while a director, officer, employee or consultant to any employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Investment Company Actof an undertaking, by or on behalf of Consultant, to repay all amounts so advanced if it shall ultimately be determined that Consultant is not entitled to be indemnified under this Section or otherwise. (b) If a claim under Section 8(a) above is not paid in full by the Company within 30 days after a written claim has been received by the Company, Consultant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim, and, if successful in whole or in part, Consultant shall not indemnify be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an Indemnitee action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the extent Company) that Consultant has not met the standards of conduct which made or make it permissible under the GCL for the Company to indemnify Consultant for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification would violate of Consultant is proper in the Investment circumstances because he has met the applicable standard of conduct set forth in the GCL, nor an actual determination by the Company Act(including its Board of Directors, independent legal counsel or its stockholders) that Consultant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Consultant has not met the applicable standard of conduct.

Indemnification Rights. Each Person who was or is made a party or is threatened To the fullest extent permitted by law, the Company shall indemnify, defend and hold harmless each member of the Board of Managers, each officer of the Company, each Member, the Tax Matters Member and each of their respective affiliates (all indemnified persons being referred to be made a party to or is otherwise involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”Indemnified Persons” for purposes of this Article 13), from any liability, loss or damage incurred by the Indemnified Person by reason of any act performed or omitted to be performed by the fact that he is or was a Director or officer Indemnified Person in connection with the business of the Company and from liabilities or is or was serving at the request obligations of the Company as a director or officer of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including, without limitation, service with respect to an employee benefit plan (hereinafter, an “Indemnitee”), whether the basis imposed on such Person by virtue of such proceeding is alleged action in an official capacity as a Director or officer or in Person’s position with the Company, including reasonable attorneys’ fees and costs and any other capacity while so serving, shall be indemnified and held harmless by the Company to the full extent permitted by the LLC Act and the Investment Company Act, as the same exists or may hereafter be amended (but, amounts expended in the case settlement of any such amendmentclaims of liability, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), loss or by other applicable law as then in effect, against all expense, liability and loss (including, without limitation, attorneys’ fees, costs and charges, judgments, fines, excise taxes or penalties under ERISA, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee in connection therewithdamage; provided, however, that except as provided in if the liability, loss, damage or claim arises out of any action or inaction of an Indemnified Person, indemnification under this Section 4.8(c) with respect to proceedings to enforce rights to indemnification and advancement, the Company 13.1 shall indemnify any such Indemnitee in connection with a proceeding (or part thereof) initiated by such Indemnitee be available only if such proceeding action or inaction was not expressly prohibited by this Agreement and (a) either (i) the Indemnified Person, at the time of such action or part thereofinaction, determined in good faith that its, his or her course of conduct was in, or not opposed to, the best interests of the Company or (ii) was authorized in the case of inaction by the Board. Notwithstanding anything Indemnified Person, the Indemnified Person did not intend its, his or her inaction to be harmful or opposed to the contrary in best interests of the Company and (b) the action or inaction did not constitute fraud or willful misconduct by the Indemnified Person; provided, further, however, that indemnification under this Section 4.8(a) or any other provision 13.1 shall be recoverable only from the assets of this Agreement, for so long as the Company is subject to and not from any assets of the Investment Company Act, the Members. The Company shall advance reasonable attorneys’ fees of an Indemnified Person as incurred, provided that such Indemnified Person executes an undertaking, with appropriate security if requested by the Board of Managers, to repay the amount so paid or reimbursed in the event that a final non-appealable determination by a court of competent jurisdiction that such Indemnified Person is not indemnify an Indemnitee entitled to indemnification under this Article 13. The Company may pay for insurance covering liability of the extent such indemnification would violate Indemnified Persons for negligence in operation of the Investment Company ActCompany’s affairs.

Indemnification Rights. Each Person who was or is made a party or is threatened to be made a party to or is otherwise involved (includingi) The Company shall indemnify and hold harmless Purchaser and each Person, without limitationif any, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative that controls Purchaser within the meaning of the Section 15 of the Securities Act (hereinafter each a “proceedingcontrolling person”)) and the respective officers, by reason directors, stockholders, partners, members and Affiliates of the fact that he is or was Purchaser and each controlling person (each, a Director or officer of the Company or is or was serving at the request of the Company as a director or officer of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including, without limitation, service with respect to an employee benefit plan (hereinafter, an “Registration Rights Indemnitee”), whether to the basis fullest extent lawful, from and against any and all Damages, directly or indirectly caused by, relating to, arising out of, based upon or in connection with (A) any untrue statement of such proceeding is alleged action material fact contained in an official capacity as a Director or officer any Disclosure Package, any Registration Statement, any Prospectus (including any preliminary Prospectus), any Free Writing Prospectus, or in any other capacity while so servingamendment or supplement thereto, or (B) any omission or alleged omission to state in any Disclosure Package, any Registration Statement, any Prospectus (including any preliminary Prospectus), any Free Writing Prospectus, or in any amendment or supplement thereto, any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that the Company shall not be liable to such Registration Rights Indemnitee to the extent that any such Damages are directly caused by an untrue statement or omission made in such Disclosure Package, Registration Statement, Prospectus (including any preliminary Prospectus), Free Writing Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of Purchaser and approved expressly for use therein. This indemnity agreement shall be indemnified and held harmless by in addition to any Liability which the Company may otherwise have. (ii) Purchaser agrees to indemnify the full extent permitted Company and its officers and directors and each Person, if any, that controls the Company (each, a “Company Registration Rights Indemnitee”), against any and all Damages directly caused by any untrue statement of material fact contained in any Disclosure Package, any Registration Statement, any Prospectus (including any preliminary Prospectus), any Free Writing Prospectus or any amendments or supplements thereto or any omission to state therein a material fact required to be stated therein or necessary to make the LLC Act and the Investment Company Act, as the same exists or may hereafter be amended (butstatements therein, in light of the case of any such amendmentcircumstances under which they were made not misleading, only in each case, to the extent that such amendment permits untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company to provide broader by or on behalf of Purchaser expressly for use therein. (iii) If the indemnification rights than said law permitted the Company to provide prior to such amendment), or by other applicable law as then in effect, against all expense, liability and loss (including, without limitation, attorneys’ fees, costs and charges, judgments, fines, excise taxes or penalties under ERISA, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that except as provided for in Section 4.8(c10(a)(i) or (ii) is unavailable to a Registration Rights Indemnitee or a Company Registration Rights Indemnitee, as applicable, with respect to proceedings any Damages referred to enforce rights therein or is unenforceable or insufficient to indemnification and advancementhold the Registration Rights Indemnitee or Company Registration Rights Indemnitee, as applicable, harmless as contemplated therein, then the Company or Purchaser, as applicable, in lieu of indemnifying such Registration Rights Indemnitee or Company Registration Rights Indemnitee, as applicable, shall indemnify any contribute to the amount paid or payable by such Registration Rights Indemnitee or Company Registration Rights Indemnitee, as applicable, as a result of such Damages in such proportion as is appropriate to reflect the relative fault of the Registration Rights Indemnitee or the Company Registration Rights Indemnitee, as applicable, on the one hand, and the Company or Purchaser, as applicable, on the other hand, in connection with the statements or omissions which resulted in such Damages as well as any other relevant equitable considerations. The relative fault of the Company or Purchaser, as applicable, on the one hand, and of the Registration Rights Indemnitee or Company Registration Rights Indemnitee, as applicable, on the other hand, shall be determined by reference to, among other factors, whether the untrue or alleged untrue statement of a proceeding material fact or omission or alleged omission to state a material fact relates to information supplied by or on behalf of the Company or by or on behalf of the Purchaser, as applicable, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; the Company and Purchaser agree that it would not be just and equitable if contribution pursuant to this Section 10(a)(iii) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 10(a)(iii). No Registration Rights Indemnitee or Company Registration Rights Indemnitee guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from the Company or part thereof) initiated by Purchaser, as applicable, if the Company or Purchaser, as applicable, was not guilty of such Indemnitee only if such proceeding (or part thereof) was authorized by the Boardfraudulent misrepresentation. Notwithstanding anything herein to the contrary contrary, in this no event shall the liability of Purchaser be greater in amount than the amount of net proceeds received by Purchaser upon such sale or the amount for which such indemnifying party would have been obligated to pay by way of indemnification if the indemnification provided for under Section 4.8(a10(a)(i) or any other provision of this Agreement, for so long as 10(a)(ii) hereof had been available under the Company is subject to the Investment Company Act, the Company shall not indemnify an Indemnitee to the extent such indemnification would violate the Investment Company Actcircumstances.

Indemnification Rights. Each Person who was (a) Seller hereby agrees to indemnify and hold harmless Purchaser and its respective officers, directors, shareholders, employees, agents, and attorneys against any and all losses, 7 claims, demands, liabilities, and expenses (including reasonable legal or is made a party other expenses, including reasonable attorneys' fees) incurred by each such person in connection with defending or is threatened to be made a party to investigating any such claims or is otherwise involved (includingliabilities, without limitation, as a witness) whether or not resulting in any actual liability to such person, to which any such indemnified party may become subject under an intellectual property theory, under any other statutes, at common law or threatened actionotherwise, suit insofar as such losses, claims, demands, liabilities and expenses (i) arise out of or proceedingare based upon any untrue statement or alleged untrue statement of a material fact made by Seller and contained in this Agreement or the schedules and documents attached hereto, whether civilor (ii) arise out of or are based upon any breach by Seller of any representation, criminalwarranty, administrative or investigative agreement made by Seller contained herein in this Agreement. (hereinafter b) In order for any person to make a “proceeding”claim for indemnification under this Section 4 ("Indemnitee"), by reason the Indemnitee shall notify Seller as the indemnifying party ("Indemnitor") of the fact that he is claim in writing promptly after discovering the claim or was a Director or officer of the Company or is or was serving at the request of the Company as a director or officer of another corporation or receiving written notice of a partnershipclaim against if (if by a third party), limited liability companydescribing the claim, joint venturethe amount thereof (if known), trust and the basis thereof. The Indemnitor shall be entitled to participate in the defense of such action at its expense, and at its option (subject to the limitations set forth below) shall be entitled to assume control of such defense with reputable counsel; provided, that prior to Indemnitor assuming control of such defense it or other enterprise, including, without limitation, service they shall first verify to the Indemnitee in writing that such Indemnitor shall be fully responsible for such claim and that it will provide the full indemnification required hereunder to Indemnitee with respect to an employee benefit plan such claim, including payment thereof and performance thereunder; and provided further, that: (hereinafter, an “Indemnitee”), whether i) The Indemnitee shall be entitled to participate in the basis defense of such proceeding is alleged action in an official capacity as a Director or officer or in any other capacity while so servingclaim and to employ counsel of its choice for such purpose, the fees and expenses of such separate counsel which shall be indemnified borne by Indemnitee. Notwithstanding the foregoing, the fees and held harmless expenses of such separate counsel incurred prior to the date the Indemnitor's counsel effectively assumes control of such defense shall be borne by the Company Indemnitor; and (ii) The Indemnitee shall be entitled to assume control of such defense and the full extent permitted Indemnitor shall nevertheless bear the fees and expenses of counsel retained by the LLC Act and Indemnitee for such purposes if, upon petition by Indemnitee, the Investment Company Act, as appropriate court rules that the same exists Indemnitor failed or may hereafter is failing to vigorously prosecute or defend such claim; and (iii) The Indemnitor shall not be amended (but, in entitled to control the case defense of any such amendment, only claim to the extent that the claim seeks an injunction or equitable relief against Indemnitee which, if successful, could materially interfere with the business of the Indemnitee. If the Indemnitor, with the consent of the Indemnitee, shall control the defense of any such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), or by other applicable law as then in effect, against all expense, liability and loss (including, without limitation, attorneys’ fees, costs and charges, judgments, fines, excise taxes or penalties under ERISA, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that except as provided in Section 4.8(c) with respect to proceedings to enforce rights to indemnification and advancementclaim, the Company Indemnitor shall indemnify any such obtain the prior written consent of the Indemnitee in connection with a proceeding (or part thereof) initiated by such Indemnitee only if such proceeding (or part thereof) was authorized by the Board. Notwithstanding anything to the contrary in this Section 4.8(a) or any other provision of this Agreement, for so long as the Company is subject to the Investment Company Act, the Company which shall not indemnify an be unreasonably withheld) before entering into any settlement of a claim or ceasing to defend such claim, if pursuant to or as a result of such settlement or cessation, injunction or other equitable relief will be imposed against the Indemnitee. If Indemnitee to withholds consent, Indemnitee shall be responsible for any losses above the extent losses that would have been incurred as a result of such indemnification would violate the Investment Company Actsettlement.

Indemnification Rights. Each Person who was (i) In the event of any registration or is made a party or is threatened other offer and sale of any securities of the Company under the Securities Act pursuant to be made a party to or is otherwise involved this Article I, the Company shall indemnify and hold harmless the Investor and each Person, if any, that controls the Investor within the meaning of Section 15 of the Securities Act (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter each a “proceedingcontrolling person”), by reason their respective officers, directors, employees, stockholders, members, Representatives and Affiliates, and each controlling person of each Affiliate of any of the fact that he is or was foregoing Persons (each, a Director or officer of the Company or is or was serving at the request of the Company as a director or officer of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including, without limitation, service with respect to an employee benefit plan (hereinafter, an “Investor Registration Rights Indemnitee”), whether to the basis fullest extent lawful, from and against any and all Damages caused by (A) any untrue statement of such proceeding is material fact (or alleged action untrue statement of a material fact) contained in an official capacity as a Director or officer any Disclosure Package, any Registration Statement, any Prospectus (including any preliminary Prospectus), any Free Writing Prospectus, or in any other capacity while so servingamendment or supplement thereto, shall (B) any omission or alleged omission to state therein any material fact required to be indemnified and held harmless stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (C) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any foreign or state securities laws or any rule or regulation promulgated under the Securities Act, the Exchange Act or any foreign or state securities laws; provided that the Company shall not be liable to an Investor Registration Rights Indemnitee to the extent that any such Damages are directly caused by any untrue statement or omission (or alleged untrue statement or omission) made in such Disclosure Package, Registration Statement, Prospectus (including any preliminary Prospectus), Free Writing Prospectus, or any amendment or supplement thereto, in strict reliance upon and strictly in conformity with written information about the Investor furnished to the Company by or on behalf of the Investor expressly for use therein. This indemnity shall be in addition to any liability which the Company may otherwise have. Such indemnity and reimbursement of expenses shall remain in full extent permitted force and effect regardless of any investigation made by or on behalf of any Investor Registration Rights Indemnitee and shall survive the Transfer of securities by the LLC Investor. (ii) The Investor shall indemnify and hold harmless the Company and each of its officers who execute any of the Company’s filings with the SEC pursuant to the Exchange Act and or the Investment Company Securities Act, as its directors, officers and employees (each, a “Company Registration Rights Indemnitee”), to the same exists fullest extent lawful, from and against any and all Damages directly caused by (A) any untrue statement of material fact (or may hereafter alleged untrue statement of a material fact) contained in any Disclosure Package, any Registration Statement, any Prospectus (including any preliminary Prospectus), any Free Writing Prospectus or in any amendment or supplement thereto, (B) any omission (or alleged omission) to state therein any material fact required to be amended (butstated therein or necessary to make the statements therein, in light of the case of any such amendmentcircumstances under which they were made, only not misleading, in each case, to the extent that such amendment permits untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company to provide broader indemnification rights than said law permitted by or on behalf of the Company to provide prior to such amendment)Investor expressly for use therein or (C) any violation or alleged violation by the Investor of the Securities Act, the Exchange Act, any foreign or by other applicable law as then in effectstate securities laws or any rule or regulation promulgated under the Securities Act, against all expense, liability and loss (including, without limitation, attorneys’ fees, costs and charges, judgments, fines, excise taxes the Exchange Act or penalties under ERISA, penalties and amounts paid any foreign or to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee in connection therewithstate securities laws; provided, however, that except as in no event shall the obligations of the Investor hereunder exceed the net proceeds received by it from the sale of its Registrable Securities related to the matter in which Damages are sought. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of a Company Registration Rights Indemnitee and shall survive the Transfer of such securities by the Investor. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of a Company Registration Rights Indemnitee and shall survive the Transfer of such securities by the Investor. (iii) If the indemnification provided for in Section 4.8(c1.6(a)(i) or Section 1.6(a)(ii) is unavailable to an Investor Registration Rights Indemnitee or a Company Registration Rights Indemnitee, as applicable, with respect to proceedings any Damages referred to enforce rights therein or is unenforceable or insufficient to indemnification and advancementhold an Investor Registration Rights Indemnitee or Company Registration Rights Indemnitee, as applicable, harmless as contemplated therein, then the Company or the Investor, as applicable, in lieu of indemnifying such Investor Registration Rights Indemnitee or Company Registration Rights Indemnitee, as applicable, shall indemnify any contribute to the amount paid or payable by such Investor Registration Rights Indemnitee or Company Registration Rights Indemnitee, as applicable, as a result of such Damages in such proportion as is appropriate to reflect the relative fault of such Investor Registration Rights Indemnitee or Company Registration Rights Indemnitee, as applicable, on the one hand, and the Company or the Investor, as applicable, on the other hand, in connection with the statements or omissions which resulted in such Damages as well as any other relevant equitable considerations. The relative fault of the Company or the Investor, as applicable, on the one hand, and of an Investor Registration Rights Indemnitee or Company Registration Rights Indemnitee, as applicable, on the other hand, shall be determined by reference to, among other factors, whether the untrue or alleged untrue statement of a proceeding material fact or omission or alleged omission to state a material fact relates to information supplied by or on behalf of the Company or the Investor, as applicable, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; the Company and the Investor agree that it would not be just and equitable if contribution pursuant to this Section 1.6(a)(iii) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 1.6(a)(iii). No Investor Registration Rights Indemnitee or Company Registration Rights Indemnitee guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from the Company or part thereof) initiated by the Investor, as applicable, if the Company or the Investor, as applicable, was not guilty of such Indemnitee only if such proceeding (or part thereof) was authorized by the Boardfraudulent misrepresentation. Notwithstanding anything herein to the contrary contrary, in no event shall the liability of the Investor pursuant to this Section 4.8(a1.6(a)(iii) or any other provision be greater in amount than the amount of this Agreement, for so long as net proceeds received by it from the Company is subject sale of such Registrable Securities related to the Investment Company Act, the Company shall not indemnify an Indemnitee to the extent such matter in which indemnification would violate the Investment Company Actor contribution for Damages are sought.

Indemnification Rights. Each Person who was (i) In the event of any registration or is made a party or is threatened other offer and sale of any securities of the Company under the Securities Act pursuant to be made a party to or is otherwise involved this Article I, the Company shall indemnify and hold harmless the Investor and each Person, if any, that controls the Investor within the meaning of Section 15 of the Securities Act (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter each a “proceedingcontrolling person”), by reason their respective officers, directors, employees, stockholders, members, Representatives and Affiliates, and each controlling person of each Affiliate of any of the fact that he is or was foregoing Persons (each, a Director or officer of the Company or is or was serving at the request of the Company as a director or officer of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including, without limitation, service with respect to an employee benefit plan (hereinafter, an “Investor Registration Rights Indemnitee”), whether to the basis fullest extent lawful, from and against any and all Damages caused by (A) any untrue statement of such proceeding is material fact (or alleged action untrue statement of a material fact) contained in an official capacity as a Director or officer any Disclosure Package, any Registration Statement, any Prospectus (including any preliminary Prospectus), any Free Writing Prospectus, or in any other capacity while so servingamendment or supplement thereto, shall (B) any omission or alleged omission to state therein any material fact required to be indemnified and held harmless stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (C) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any foreign or state securities laws or any rule or regulation promulgated under the Securities Act, the Exchange Act or any foreign or state securities laws; provided that the Company shall not be liable to an Investor Registration Rights Indemnitee to the extent that any such Damages are directly caused by any untrue statement or omission (or alleged untrue statement or omission) made in such Disclosure Package, Registration Statement, Prospectus (including any preliminary Prospectus), Free Writing Prospectus, or any amendment or supplement thereto, in strict reliance upon and strictly in conformity with written information about the Investor furnished to the Company by or on behalf of the Investor expressly for use therein. This indemnity shall be in addition to any liability which the Company may otherwise have. Such indemnity and reimbursement of expenses shall remain in full extent permitted force and effect regardless of any investigation made by or on behalf of any Investor Registration Rights Indemnitee and shall survive the Transfer of securities by the LLC Investor. (ii) The Investor shall indemnify and hold harmless the Company and each of its officers who execute any of the Company’s filings with the SEC pursuant to the Exchange Act and or the Investment Company Securities Act, as its directors, officers and employees (each, a “Company Registration Rights Indemnitee”), to the same exists fullest extent lawful, from and against any and all Damages directly caused by (A) any untrue statement of material fact (or may hereafter alleged untrue statement of a material fact) contained in any Disclosure Package, any Registration Statement, any Prospectus (including any preliminary Prospectus), any Free Writing Prospectus or in any amendment or supplement thereto, (B) any omission (or alleged omission) to state therein any material fact required to be amended (butstated therein or necessary to make the statements therein, in light of the case of any such amendmentcircumstances under which they were made, only not misleading, in each case, to the extent that such amendment permits untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company to provide broader indemnification rights than said law permitted by or on behalf of such Investor expressly for use therein or (C) any violation or alleged violation by the Company to provide prior to such amendment)Investor of the Securities Act, the Exchange Act, any foreign or by other applicable law as then in effectstate securities laws or any rule or regulation promulgated under the Securities Act, against all expense, liability and loss (including, without limitation, attorneys’ fees, costs and charges, judgments, fines, excise taxes the Exchange Act or penalties under ERISA, penalties and amounts paid any foreign or to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee in connection therewithstate securities laws; provided, however, that except as in no event shall the obligations of such Investor hereunder exceed the net proceeds received by it from the sale of its Registrable Securities related to the matter in which Damages are sought. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of a Company Registration Rights Indemnitee and shall survive the Transfer of such securities by such Investor. (iii) If the indemnification provided for in Section 4.8(c1.6(a)(i) or Section 1.6(a)(ii) is unavailable to an Investor Registration Rights Indemnitee or a Company Registration Rights Indemnitee, as applicable, with respect to proceedings any Damages referred to enforce rights therein or is unenforceable or insufficient to indemnification and advancementhold an Investor Registration Rights Indemnitee or Company Registration Rights Indemnitee, as applicable, harmless as contemplated therein, then the Company or the Investor, as applicable, in lieu of indemnifying such Investor Registration Rights Indemnitee or Company Registration Rights Indemnitee, as applicable, shall indemnify any contribute to the amount paid or payable by such Investor Registration Rights Indemnitee or Company Registration Rights Indemnitee, as applicable, as a result of such Damages in such proportion as is appropriate to reflect the relative fault of such Investor Registration Rights Indemnitee or Company Registration Rights Indemnitee, as applicable, on the one hand, and the Company or the Investor, as applicable, on the other hand, in connection with the statements or omissions which resulted in such Damages as well as any other relevant equitable considerations. The relative fault of the Company or the Investor, as applicable, on the one hand, and of an Investor Registration Rights Indemnitee or Company Registration Rights Indemnitee, as applicable, on the other hand, shall be determined by reference to, among other factors, whether the untrue or alleged untrue statement of a proceeding material fact or omission or alleged omission to state a material fact relates to information supplied by or on behalf of the Company or the Investor, as applicable, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; the Company and the Investor agree that it would not be just and equitable if contribution pursuant to this Section 1.6(a)(iii) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 1.6(a)(iii). No Investor Registration Rights Indemnitee or Company Registration Rights Indemnitee guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from the Company or part thereof) initiated by the Investor, as applicable, if the Company or the Investor, as applicable, was not guilty of such Indemnitee only if such proceeding (or part thereof) was authorized by the Boardfraudulent misrepresentation. Notwithstanding anything herein to the contrary contrary, in this Section 4.8(ano event shall the liability of an InvestorSection 1.6(a)(iii) or any other provision be greater in amount than the amount of this Agreement, for so long as net proceeds received by it from the Company is subject sale of such Registrable Securities related to the Investment Company Act, the Company shall not indemnify an Indemnitee to the extent such matter in which indemnification would violate the Investment Company Actor contribution for Damages are sought.

Indemnification Rights. Each Person who was (i) In the event of any registration or is made a party or is threatened other offer and sale of any securities of the Company under the Securities Act pursuant to be made a party to or is otherwise involved this Article II, the Company shall indemnify and hold harmless the Shareholder and each Person, if any, that controls the Shareholder within the meaning of Section 15 of the Securities Act (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter each a “proceedingcontrolling person”), by reason their respective officers, directors, employees, stockholders, general and limited partners, members, Representatives and Affiliates, and each controlling person of each Affiliate of any of the fact that he is or was foregoing Persons (each, a Director or officer of the Company or is or was serving at the request of the Company as a director or officer of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including, without limitation, service with respect to an employee benefit plan (hereinafter, an “Shareholder Registration Rights Indemnitee”), whether to the basis fullest extent lawful, from and against any and all Damages arising out of such proceeding is or based upon (A) any untrue statement of material fact (or alleged action untrue statement of a material fact) contained in an official capacity as a Director or officer any Disclosure Package, any Registration Statement, any Prospectus (including any preliminary Prospectus), any Free Writing Prospectus, or in any other capacity while so servingamendment or supplement thereto or (B) any omission or alleged omission to state therein any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that the Company shall not be liable to a Shareholder Registration Rights Indemnitee to the extent that any such Damages are arising out of or based upon any untrue statement or omission (or alleged untrue statement or omission) made in such Disclosure Package, Registration Statement, Prospectus (including any preliminary Prospectus), Free Writing Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information about the Shareholder furnished to the Company by or on behalf of the Shareholder expressly for use therein. This indemnity agreement shall be indemnified in addition to any liability which the Company may otherwise have. Such indemnity and held harmless reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of any Shareholder Registration Rights Indemnitee and shall survive the transfer of securities by the Shareholder. (ii) The Shareholder shall indemnify and hold harmless the Company and each of its officers who execute any of the Company’s filings with the SEC pursuant to the full extent permitted by Exchange Act or the LLC Act and the Investment Company Securities Act, as its directors, employees, stockholders, and each Person, if any, that controls the same exists Company and each Affiliate of any of the foregoing Persons (each, a “Company Registration Rights Indemnitee”), to the fullest extent lawful, from and against any and all Damages arising out of or may hereafter based upon (A) any untrue statement of material fact (or alleged untrue statement of a material fact) contained in any Disclosure Package, any Registration Statement, any Prospectus (including any preliminary Prospectus), any Free Writing Prospectus or in any amendment or supplement thereto or (B) any omission (or alleged omission) to state therein any material fact required to be amended (butstated therein or necessary to make the statements therein, in light of the case of any such amendmentcircumstances under which they were made, only not misleading, in each case, to the extent that such amendment permits untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company to provide broader indemnification rights than said law permitted by or on behalf of the Company to provide prior to such amendment), or by other applicable law as then in effect, against all expense, liability and loss (including, without limitation, attorneys’ fees, costs and charges, judgments, fines, excise taxes or penalties under ERISA, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee in connection therewithShareholder expressly for use therein; provided, however, that except as in no event shall the obligations of the Shareholder hereunder exceed the net proceeds received by it from the sale of its Registrable Securities related to the matter in which Damages are sought. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of a Company Registration Rights Indemnitee and shall survive the Transfer of such securities by the Shareholder. (iii) If the indemnification provided for in Section 4.8(c2.8(a)(i) or Section 2.8(a)(ii) is unavailable to a Shareholder Registration Rights Indemnitee or a Company Registration Rights Indemnitee, as applicable, with respect to proceedings any Damages referred to enforce rights therein or is unenforceable or insufficient to indemnification and advancementhold a Shareholder Registration Rights Indemnitee or Company Registration Rights Indemnitee, as applicable, harmless as contemplated therein, then the Company or the Shareholder, as applicable, in lieu of indemnifying such Shareholder Registration Rights Indemnitee or Company Registration Rights Indemnitee, as applicable, shall indemnify any contribute to the amount paid or payable by such Shareholder Registration Rights Indemnitee or Company Registration Rights Indemnitee, as applicable, as a result of such Damages in such proportion as is appropriate to reflect the relative fault of such Shareholder Registration Rights Indemnitee or Company Registration Rights Indemnitee, as applicable, on the one hand, and the Company or the Shareholder, as applicable, on the other hand, in connection with the statements or omissions which resulted in such Damages as well as any other relevant equitable considerations. The relative fault of the Company or the Shareholder, as applicable, on the one hand, and of a proceeding Shareholder Registration Rights Indemnitee or Company Registration Rights Indemnitee, as applicable, on the other hand, shall be determined by reference to, among other factors, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by or on behalf of the Company or the Shareholder, as applicable, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; the Company and the Shareholder agree that it would not be just and equitable if contribution pursuant to this Section 2.8(a)(iii) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 2.8(a)(iii). No Shareholder Registration Rights Indemnitee or Company Registration Rights Indemnitee guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from the Company or part thereof) initiated by the Shareholder, as applicable, if the Company or the Shareholder, as applicable, was not guilty of such Indemnitee only if such proceeding (or part thereof) was authorized by the Boardfraudulent misrepresentation. Notwithstanding anything herein to the contrary contrary, in no event shall the liability of the Shareholder pursuant to this Section 4.8(a2.8(a)(iii) or any other provision be greater in amount than the amount of this Agreement, for so long as net proceeds received by it from the Company is subject sale of such Registrable Securities related to the Investment Company Act, the Company shall not indemnify an Indemnitee to the extent such matter in which indemnification would violate the Investment Company Actor contribution for Damages are sought.