Common use of Liabilities; Indemnification Clause in Contracts

Liabilities; Indemnification. (a) Subject to Section 6.02(f), any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a Member, Manager, officer, employee, agent or legal representative of the Company (each, an “Indemnified Person”), will be indemnified and held harmless by the Company to the fullest extent permitted by law against all expenses, claims, damages, liabilities and losses (including judgments, interest on judgments, fines, charges, costs, amounts paid in settlement, expenses and attorneys’ fees incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or any appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or commission), whether pending or merely threatened, whether or not any Indemnified Person is or may be a party thereto, including interest on any of the foregoing (collectively, “Damages”) arising out of, or in connection with, the management or conduct of the business and affairs of the Company, except for any such Damages to the extent that they are found by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Indemnified Parties or willful violations of the express provisions hereof by the Indemnified Parties. The Indemnified Parties may consult with counsel and accountants with respect to the affairs of the Company and will be fully protected and justified, to the extent allowed by law, in acting, or failing to act, if such action or failure to act is in accordance with the advice or opinion of such counsel or accountants. (b) The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, will not, in and of itself, create a presumption that the Person seeking indemnification did not act in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interest of the Company or its creditors, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such Person’s conduct was unlawful. Entry of a judgment by consent as part of a settlement will not be deemed a final adjudication of liability for negligence or misconduct in the performance of duty, nor of any other issue or matter. (c) Subject to Section 6.02(f), to the fullest extent permitted by law, expenses (including reasonable attorneys’ fees and disbursements) incurred by an Indemnified Person in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding as authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount unless it will ultimately be determined that such Person is entitled to be indemnified by the Company. Expenses (including reasonable attorneys’ fees and disbursements) incurred by other employees or agents of the Company in defending in any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company upon such terms and conditions, if any, as the Board deems appropriate. (d) No Manager of the Company will be personally liable to the Company for monetary damages for any breach of fiduciary duty by such person as a Manager. Notwithstanding the foregoing sentence, a Manager will be liable to the extent provided by Applicable Law (i) for breach of the Manager’s duty of loyalty to the Company or the Member, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or (iii) for any transaction from which the Manager derived an improper personal benefit. (e) The indemnification and advancement of expenses provided by this Section will not be deemed exclusive of any other rights to which those seeking indemnification or advancement may by entitled under any agreement, vote of the Board or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, and will continue as to an Indemnified Person who has ceased to be a Manager, employee or agent and will inure to the benefit of the heirs, executors and administrators of such Person. (f) Any amounts payable by the Company in accordance with this Section will be payable solely to the extent of funds available therefor and actually received by the Company under the Basic Documents, from capital contributions or in connection with other Permitted Transactions. The Company’s obligations under this Section will not constitute a claim against the Company to the extent that the Company does not have funds sufficient to make payment of such obligations. Any claim that an Indemnified Person may have at any time against the Company that it may seek to enforce hereunder will be subordinate to the payment in full (including post-petition interest, in the event that the Company becomes a debtor or debtor in possession in a case under any applicable Insolvency Law now or hereafter in effect or otherwise subject to any insolvency, reorganization, liquidation, rehabilitation or other similar Proceedings) of the claims of the holders of any Securities. (g) The indemnities contained in this Section will survive the resignation, removal or termination of any Indemnified Person or the termination of this Agreement. Any repeal or modification of this Article will not adversely affect any rights of such Indemnified Person pursuant to this Article, including the right to indemnification and to the advancement of expenses of an Indemnified Person existing at the time of such repeal or modifications with respect to any acts or omissions occurring prior to such repeal or modification.

Liabilities; Indemnification. (a) Subject to Section 6.02(f6.2(f), any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he such Person is or was a Member, Manager, officer, employee, agent or legal representative of the Company (each, an “Indemnified Person”), will be indemnified and held harmless by the Company to the fullest extent permitted by law legally permissible against all expenses, claims, damages, liabilities and losses (including judgments, interest on judgments, fines, charges, costs, amounts paid in settlement, expenses and attorneys’ fees incurred in investigating, preparing or defending any action, claim, claim suit, inquiry, proceeding, investigation or any appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or commission), whether pending or merely threatened, whether or not any Indemnified Person is or may be a party thereto, including interest on any of the foregoing (collectively, “Damages”) arising out of, or in connection with, the management or conduct of the business and affairs of the Company, except for any such Damages to the extent that they are found by a court of competent jurisdiction to have resulted from the intentional misconduct or gross negligence or willful misconduct of the Indemnified Parties Persons or willful knowing violations by the Indemnified Persons of the law or the express provisions hereof by the Indemnified Partieshereof. The Indemnified Parties may consult with counsel and accountants with respect to the affairs of the Company and will be fully protected and justified, to the extent allowed by law, in acting, or failing to act, if such action or failure to act is in accordance with the advice or opinion of such counsel or accountants. (b) The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, will not, in and of itself, create a presumption that the Person seeking indemnification did not act in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interest of the Company or its creditors, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such Person’s conduct was unlawful. Entry of a judgment by consent as part of a settlement will not be deemed a final adjudication of liability for intentional misconduct, gross negligence or misconduct in a knowing violation of the performance of dutylaw, nor of any other issue or matter. (c) Subject to Section 6.02(f6.2(f), to the fullest extent permitted by law, expenses (including reasonable attorneys’ fees and disbursements) incurred by an Indemnified Person in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding as authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount unless it will ultimately be determined that such Person is entitled to be indemnified by the Company. Expenses (including reasonable attorneys’ fees and disbursements) incurred by other employees or agents of the Company in defending in any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company upon such terms and conditions, if any, as the Board deems appropriate. (d) No To the fullest extent permitted by Applicable Law, no Manager of the Company will be personally liable to the Company for monetary damages for any breach of fiduciary duty by such person as a Manager. Notwithstanding the foregoing sentence, a Manager will be liable to the Company to the extent provided by Applicable Law (i) for breach of the Manager’s duty of loyalty to the Company or the Member, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or (iii) for any transaction from which the Manager derived an improper personal benefit. (e) The indemnification and advancement of expenses provided by this Section 6.2 will not be deemed exclusive of any other rights to which those seeking indemnification or advancement may by entitled under any agreement, vote of the Board or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, and will continue as to an Indemnified a Person who has ceased to be a Manager, employee or agent and will inure to the benefit of the heirs, executors and administrators of such Person. (f) Any amounts payable by the Company in accordance with this Section 6.2 will be payable solely to the extent of funds available therefor and actually received by the Company under the Basic Documents, from capital contributions or in connection with other Permitted Transactions. The Company’s obligations under this Section 6.2 will not constitute a claim against the Company to the extent that the Company does not have funds sufficient to make payment of such obligations. Any To the fullest extent permitted by Applicable Law, any claim that an Indemnified Person may have at any time against the Company that it may seek to enforce hereunder will be subordinate to the payment in full (including post-petition interest, in the event that the Company becomes a debtor or debtor in possession in a case under any applicable Insolvency Law federal or state bankruptcy, insolvency or other similar law now or hereafter in effect or otherwise subject to any insolvency, reorganization, liquidation, rehabilitation or other similar Proceedingsproceedings) of the claims of the holders of any SecuritiesSecurities which are collateralized or secured by the assets of the Company. (g) The indemnities contained in this Section will survive the resignation, removal or termination of any Indemnified Person or the termination of this Agreement. Any repeal or modification of this Article will not adversely affect any rights of such Indemnified Person pursuant to this Article, including the right to indemnification and to the advancement of expenses of an Indemnified Person existing at the time of such repeal or modifications with respect to any acts or omissions occurring prior to such repeal or modification.

Liabilities; Indemnification. (a) Subject to Section 6.02(f8.2(f), any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit suit, proceeding or proceedingclaim, whether civil, criminal, administrative or investigative, by reason of the fact that he such Person is or was a Member, Manager, officer, partner, trustee, employee, agent or legal representative representa­tive of the Company (each, an “"Indemnified Person”Party"), will be indemnified and held harmless by the Company to the fullest extent permitted by law legally permissible against all expenses, claims, damages, liabilities and losses (including without limitation, judgments, interest on judgments, fines, charges, costs, amounts paid in settlement, expenses and attorneys’ ' fees incurred in investigating, preparing or defending any action, claim, claim suit, inquiry, proceeding, investigation or any appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or commission), whether pending or merely threatened, whether or not any Indemnified Person Party is or may be a party thereto, including interest on any of the foregoing (collectively, “"Damages”") arising out of, or in connection with, the management or conduct of the business and affairs of the Company, except for any such Damages to the extent that they are found by a court of competent jurisdiction to have resulted from the fraud, deceit, gross negligence negligence, reckless or willful intentional misconduct or a knowing violation of the Indemnified Parties or willful violations of the express provisions hereof by the Indemnified Parties; provided, however, the foregoing shall not require the Company to indemnify and hold harmless any Person in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such Person. The Indemnified Parties may consult with counsel and accountants with respect to the affairs of the Company and will be fully protected and justified, to the extent allowed by law, in acting, or failing to act, if such action or failure to act is in accordance with the advice or opinion of such counsel or accountants. (b) The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, will not, in and of itself, create a presumption that the Person seeking indemnification did not act in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interest of the Company or its creditors, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such Person’s 's conduct was unlawful. Entry of a judgment by consent as part of a settlement will not be deemed a final adjudication of liability for gross negligence or misconduct in the performance of duty, nor of any other issue or matter. (c) Subject to Section 6.02(f8.2(f), to unless the fullest extent permitted by lawBoard of Managers otherwise determines, in its sole discretion, expenses (including reasonable attorneys’ ' fees and disbursements) incurred by an Indemnified Person Party in defending any civil, criminal, administrative or investigative action, suit or proceeding may shall, to the fullest extent permitted by law, be paid by the Company in advance of the final disposition of such action, suit suit, proceeding or proceeding as authorized by the Board in the specific case claim upon receipt of an undertaking by or on behalf of such Indemnified Person Party to repay such amount unless it will ultimately if there shall be determined a final adjudication or determination that such Person Indemnified Party is not entitled to be indemnified indemnification as provided herein; provided, however, that the foregoing shall not require the Company to advance amounts to any Indemnified Party in connection with any action, suit, proceeding, claim or counterclaim initiated by the Companyor on behalf of such Indemnified Party. Expenses (including reasonable attorneys’ ' fees and disbursements) incurred by other employees or agents of the Company Indemnified Parties in defending in any civil, criminal, administrative or investigative action, suit suit, proceeding or proceeding may claim shall be paid by the Company upon such terms and conditions, if any, as the Board of Managers deems appropriate. (d) No To the fullest extent permitted by law, including Section 18-1101(c) of the Act, no Manager of the Company will be personally liable to the Company for monetary damages for any breach of fiduciary duty by such person as a Manager. Notwithstanding the foregoing sentence, a Manager will be liable to the extent provided by Applicable Law (i) for breach of the Manager’s duty of loyalty to the Company or the Member, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or (iii) for any transaction from which the Manager derived an improper personal benefit. (e) The indemnification and advancement of expenses provided by this Section 8.2 will not be deemed exclusive of any other rights to which those seeking indemnification or advancement may by entitled under any agreement, vote of the Board of Managers or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, and will continue as to an Indemnified a Person who has ceased to be a Manager, employee or agent and will inure to the benefit of the heirs, executors and administrators of such Person. (f) Any amounts payable by the Company in accordance with this Section 8.2 will be payable solely to the extent of funds available therefor and actually received by the Company under the Basic Documents, from capital contributions or in connection with other Permitted Transactionstherefor. The Company’s 's obligations under this Section will 8.2 will, to the fullest extent permitted by law, not constitute a claim against the Company to the extent that the Company does not have funds sufficient to make payment of such obligations. Any claim that an Indemnified Person Party may have at any time against the Company that it may seek to enforce hereunder will be subordinate to the payment in full (including post-petition interest, in the event that the Company becomes a debtor or debtor in possession in a case under any applicable Insolvency Law federal or state bankruptcy, insolvency or other similar law now or hereafter in effect or otherwise subject to any insolvency, reorganization, liquidation, rehabilitation or other similar Proceedingsproceedings) of the claims of the holders of any Securities. Securities which are collateralized or secured by the assets of the Company and of claims (gif any) The indemnities contained in this Section will survive the resignation, removal or termination of any Indemnified Person to which Eligible Investments (or the termination of this Agreement. Any repeal or modification of this Article will not adversely affect any rights of such Indemnified Person interests therein) have been transferred pursuant to this Article, including the right to indemnification and to the advancement of expenses of an Indemnified Person existing at the time of such repeal or modifications with respect to any acts or omissions occurring prior to such repeal or modificationTransfer Agreement.

Liabilities; Indemnification. (a) Subject to Section 6.02(f8.2(f), any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit suit, proceeding or proceedingclaim, whether civil, criminal, administrative or investigative, by reason of the fact that he such Person is or was a Member, Manager, officer, partner, trustee, employee, agent or legal representative representa-tive of the Company (each, an “"Indemnified Person”Party"), will be indemnified and held harmless by the Company to the fullest extent permitted by law legally permissible against all expenses, claims, damages, liabilities and losses (including without limitation, judgments, interest on judgments, fines, charges, costs, amounts paid in settlement, expenses and attorneys’ ' fees incurred in investigating, preparing or defending any action, claim, claim suit, inquiry, proceeding, investigation or any appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or commission), whether pending or merely threatened, whether or not any Indemnified Person Party is or may be a party thereto, including interest on any of the foregoing (collectively, “"Damages”") arising out of, or in connection with, the management or conduct of the business and affairs of the Company, except for any such Damages to the extent that they are found by a court of competent jurisdiction to have resulted from the fraud, deceit, gross negligence negligence, reckless or willful intentional misconduct or a knowing violation of the Indemnified Parties or willful violations of the express provisions hereof by the Indemnified Parties; provided, however, the foregoing shall not require the Company to indemnify and hold harmless any Person in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such Person. The Indemnified Parties may consult with counsel and accountants with respect to the affairs of the Company and will be fully protected and justified, to the extent allowed by law, in acting, or failing to act, if such action or failure to act is in accordance with the advice or opinion of such counsel or accountants. (b) The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, will not, in and of itself, create a presumption that the Person seeking indemnification did not act in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interest of the Company or its creditors, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such Person’s 's conduct was unlawful. Entry of a judgment by consent as part of a settlement will not be deemed a final adjudication of liability for gross negligence or misconduct in the performance of duty, nor of any other issue or matter. (c) Subject to Section 6.02(f8.2(f), to unless the fullest extent permitted by lawBoard of Managers otherwise determines, in its sole discretion, expenses (including reasonable attorneys’ ' fees and disbursements) incurred by an Indemnified Person Party in defending any civil, criminal, administrative or investigative action, suit or proceeding may shall, to the fullest extent permitted by law, be paid by the Company in advance of the final disposition of such action, suit suit, proceeding or proceeding as authorized by the Board in the specific case claim upon receipt of an undertaking by or on behalf of such Indemnified Person Party to repay such amount unless it will ultimately if there shall be determined a final adjudication or determination that such Person Indemnified Party is not entitled to be indemnified indemnification as provided herein; provided, however, that the foregoing shall not require the Company to advance amounts to any Indemnified Party in connection with any action, suit, proceeding, claim or counterclaim initiated by the Companyor on behalf of such Indemnified Party. Expenses (including reasonable attorneys’ ' fees and disbursements) incurred by other employees or agents of the Company Indemnified Parties in defending in any civil, criminal, administrative or investigative action, suit suit, proceeding or proceeding may claim shall be paid by the Company upon such terms and conditions, if any, as the Board of Managers deems appropriate. (d) No To the fullest extent permitted by law, including Section 18-1101(c) of the Act, no Manager of the Company will be personally liable to the Company for monetary damages for any breach of fiduciary duty by such person as a Manager. Notwithstanding the foregoing sentence, a Manager will be liable to the extent provided by Applicable Law (i) for breach of the Manager’s duty of loyalty to the Company or the Member, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or (iii) for any transaction from which the Manager derived an improper personal benefit. (e) The indemnification and advancement of expenses provided by this Section 8.2 will not be deemed exclusive of any other rights to which those seeking indemnification or advancement may by entitled under any agreement, vote of the Board of Managers or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, and will continue as to an Indemnified a Person who has ceased to be a Manager, employee or agent and will inure to the benefit of the heirs, executors and administrators of such Person. (f) Any amounts payable by the Company in accordance with this Section 8.2 will be payable solely to the extent of funds available therefor and actually received by the Company under the Basic Documents, from capital contributions or in connection with other Permitted Transactionstherefor. The Company’s 's obligations under this Section will 8.2 will, to the fullest extent permitted by law, not constitute a claim against the Company to the extent that the Company does not have funds sufficient to make payment of such obligations. Any claim that an Indemnified Person Party may have at any time against the Company that it may seek to enforce hereunder will be subordinate to the payment in full (including post-petition interest, in the event that the Company becomes a debtor or debtor in possession in a case under any applicable Insolvency Law federal or state bankruptcy, insolvency or other similar law now or hereafter in effect or otherwise subject to any insolvency, reorganization, liquidation, rehabilitation or other similar Proceedingsproceedings) of the claims of the holders of any Securities. Securities which are collateralized or secured by the assets of the Company and of claims (gif any) The indemnities contained in this Section will survive the resignation, removal or termination of any Indemnified Person to which Eligible Investments (or the termination of this Agreement. Any repeal or modification of this Article will not adversely affect any rights of such Indemnified Person interests therein) have been transferred pursuant to this Article, including the right to indemnification and to the advancement of expenses of an Indemnified Person existing at the time of such repeal or modifications with respect to any acts or omissions occurring prior to such repeal or modificationTransfer Agreement.

Liabilities; Indemnification. (a) Subject to Section 6.02(f8.2(f), any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit suit, proceeding or proceedingclaim, whether civil, criminal, administrative or investigative, by reason of the fact that he such Person is or was a Member, Manager, officer, partner, trustee, employee, agent or legal representative of the Company (each, an “"Indemnified Person”Party"), will be indemnified and held harmless by the Company to the fullest extent permitted by law legally permissible against all expenses, claims, damages, liabilities and losses (including without limitation, judgments, interest on judgments, fines, charges, costs, amounts paid in settlement, expenses and attorneys’ ' fees incurred in investigating, preparing or defending any action, claim, claim suit, inquiry, proceeding, investigation or any appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or commission), whether pending or merely threatened, whether or not any Indemnified Person Party is or may be a party thereto, including interest on any of the foregoing (collectively, “"Damages”") arising out of, or in connection with, the management or conduct of the business and affairs of the Company, except for any such Damages to the extent that they are found by a court of competent jurisdiction to have resulted from the fraud, deceit, gross negligence negligence, reckless or willful intentional misconduct or a knowing violation of the Indemnified Parties or willful violations of the express provisions hereof by the Indemnified Parties; provided, however, the foregoing shall not require the Company to indemnify and hold harmless any Person in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such Person. The Indemnified Parties may consult with counsel and accountants with respect to the affairs of the Company and will be fully protected and justified, to the extent allowed by law, in acting, or failing to act, if such action or failure to act is in accordance with the advice or opinion of such counsel or accountants. (b) The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, will not, in and of itself, create a presumption that the Person seeking indemnification did not act in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interest of the Company or its creditors, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such Person’s 's conduct was unlawful. Entry of a judgment by consent as part of a settlement will not be deemed a final adjudication of liability for gross negligence or misconduct in the performance of duty, nor of any other issue or matter. (c) Subject to Section 6.02(f8.2(f), to unless the fullest extent permitted by lawBoard of Managers otherwise determines, in its sole discretion, expenses (including reasonable attorneys’ ' fees and disbursements) incurred by an Indemnified Person Party in defending any civil, criminal, administrative or investigative action, suit or proceeding may shall, to the fullest extent permitted by law, be paid by the Company in advance of the final disposition of such action, suit suit, proceeding or proceeding as authorized by the Board in the specific case claim upon receipt of an undertaking by or on behalf of such Indemnified Person Party to repay such amount unless it will ultimately if there shall be determined a final adjudication or determination that such Person Indemnified Party is not entitled to be indemnified indemnification as provided herein; provided, however, that the foregoing shall not require the Company to advance amounts to any Indemnified Party in connection with any action, suit, proceeding, claim or counterclaim initiated by the Companyor on behalf of such Indemnified Party. Expenses (including reasonable attorneys’ ' fees and disbursements) incurred by other employees or agents of the Company Indemnified Parties in defending in any civil, criminal, administrative or investigative action, suit suit, proceeding or proceeding may claim shall be paid by the Company upon such terms and conditions, if any, as the Board of Managers deems appropriate. (d) No To the fullest extent permitted by law, including Section 18-1101(c) of the Act, no Manager of the Company will be personally liable to the Company for monetary damages for any breach of fiduciary duty by such person as a Manager. Notwithstanding the foregoing sentence, a Manager will be liable to the extent provided by Applicable Law (i) for breach of the Manager’s duty of loyalty to the Company or the Member, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or (iii) for any transaction from which the Manager derived an improper personal benefit. (e) The indemnification and advancement of expenses provided by this Section 8.2 will not be deemed exclusive of any other rights to which those seeking indemnification or advancement may by entitled under any agreement, vote of the Board of Managers or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, and will continue as to an Indemnified a Person who has ceased to be a Manager, employee or agent and will inure to the benefit of the heirs, executors and administrators of such Person. (f) Any amounts payable by the Company in accordance with this Section 8.2 will be payable solely to the extent of funds available therefor and actually received by the Company under the Basic Documents, from capital contributions or in connection with other Permitted Transactionstherefor. The Company’s 's obligations under this Section will 8.2 will, to the fullest extent permitted by law, not constitute a claim against the Company to the extent that the Company does not have funds sufficient to make payment of such obligations. Any claim that an Indemnified Person Party may have at any time against the Company that it may seek to enforce hereunder will be subordinate to the payment in full (including post-petition interest, in the event that the Company becomes a debtor or debtor in possession in a case under any applicable Insolvency Law federal or state bankruptcy, insolvency or other similar law now or hereafter in effect or otherwise subject to any insolvency, reorganization, liquidation, rehabilitation or other similar Proceedingsproceedings) of the claims of the holders of any Securities. Securities which are collateralized or secured by the assets of the Company and of claims (gif any) The indemnities contained in this Section will survive the resignation, removal or termination of any Indemnified Person to which Eligible Investments (or the termination of this Agreement. Any repeal or modification of this Article will not adversely affect any rights of such Indemnified Person interests therein) have been transferred pursuant to this Article, including the right to indemnification and to the advancement of expenses of an Indemnified Person existing at the time of such repeal or modifications with respect to any acts or omissions occurring prior to such repeal or modificationTransfer Agreement.

Liabilities; Indemnification. (a) Subject to Section 6.02(f7.2(f), any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a Member, Manager, officer, employee, agent or legal representative of the Company (each, an “Indemnified PersonParty”), will be indemnified and held harmless by the Company to the fullest extent permitted by law legally permissible against all expenses, claims, damages, liabilities and losses (including including, without limitation, judgments, interest on judgments, fines, charges, costs, amounts paid in settlement, expenses and attorneys’ fees incurred in investigating, preparing or defending any action, claim, claim suit, inquiry, proceeding, investigation or any appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or commission), whether pending or merely threatened, whether or not any such Indemnified Person Party is or may be a party thereto, including interest on any of the foregoing (collectively, “Damages”) ), arising out of, or in connection with, the management or conduct of the business and affairs of the Company, except for any such Damages to the extent that they are found by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the such Indemnified Parties Party or willful violations of the express provisions hereof by the such Indemnified PartiesParty. The Each Indemnified Parties Party may consult with counsel and accountants with respect to the affairs of the Company and will be fully protected and justified, to the extent allowed by law, in acting, or failing to act, if such action or failure to act is in accordance with the advice or opinion of such counsel or accountants. (b) Each Indemnified Party is required to give prompt notice to the Company of any action commenced against it with respect to which indemnification may be sought under this Section 7.2, but failure to do so will not relieve the Company from any liability which it may have hereunder unless it has been materially prejudiced by such failure to notify or from any liability that it may otherwise have other than on account of this Section 7.2. In no event will the Company be liable for the fees and expenses of more than one counsel for all the Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general obligations or circumstances, unless (i) if the defendants in any such action include one or more Indemnified Parties and the Company, one or more of the Indemnified Parties have employed separate counsel after having reasonably concluded that there may be legal defenses available to it or them that are different from or additional to those available to the Company or to one or more of the other Indemnified Parties or (ii) the Company has not employed counsel reasonably acceptable to an Indemnified Party to represent such Indemnified Party within a reasonable time after notice of the commencement of the action. (c) The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, will not, in and of itself, create a presumption that the Person seeking indemnification did not act in good faith and in a manner which such Person reasonably believed to be in in, or not opposed to to, the best interest of the Company or its creditors, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such Person’s conduct was unlawful. Entry of a judgment by consent as part of a settlement will not be deemed a final adjudication of liability for negligence or misconduct in the performance of duty, nor or of any other issue or matter. (cd) Subject to Section 6.02(f7.2(g), to the fullest extent permitted by law, expenses (including reasonable attorneys’ fees and disbursements) incurred by an Indemnified Person Party in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Managers in the specific case upon receipt of an undertaking by or on behalf of such Indemnified Person Party to repay such amount unless it will ultimately be is determined that such Person is entitled to be indemnified by the Company. Expenses (including reasonable attorneys’ fees and disbursements) incurred by other employees or agents of the Company in defending in any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company upon such terms and conditions, if any, as the Board of Managers deems appropriate. (de) No Manager of the Company will be personally liable to the Company for monetary damages for any breach of fiduciary duty by such person as a Manager. Notwithstanding the foregoing sentence, a Manager will be liable to the extent provided by Applicable Law applicable law for (i) for breach of the Manager’s duty of loyalty to the Company or the Member, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or (iii) for any transaction from which the Manager derived an improper personal benefit. (ef) The indemnification and advancement of expenses provided by this Section will 7.2 are not to be deemed exclusive of any other rights to which those seeking indemnification or advancement may by be entitled under any agreement, vote of the Board of Managers or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, and will continue as to an Indemnified a Person who has ceased to be a Manager, employee or agent and will inure to the benefit of the heirs, executors and administrators of such Person. (fg) Any amounts payable by the Company in accordance with this Section 7.2 will be payable paid solely to the extent of funds available therefor and actually received by the Company under the Basic Documents, from capital contributions or in connection with other Permitted Transactions. The Company’s obligations under this Section 7.2 will not constitute a claim against the Company to the extent that the Company does not have funds sufficient to make payment of such obligations. Any claim that an Indemnified Person Party may have at any time against the Company that it may seek to enforce hereunder will be subordinate to the payment in full (including post-petition interestunder this Agreement will, in the event that if the Company becomes a debtor or debtor in possession in a case under any applicable Insolvency Law federal or state bankruptcy, insolvency or other similar law now or hereafter in effect or otherwise subject to any insolvency, reorganization, liquidation, rehabilitation or other similar Proceedings) proceedings, be subordinate to the payment in full, including post-petition interest, of the claims of the holders of any SecuritiesSecurities which are collateralized or secured by assets of the Company. (g) The indemnities contained in this Section will survive the resignation, removal or termination of any Indemnified Person or the termination of this Agreement. Any repeal or modification of this Article will not adversely affect any rights of such Indemnified Person pursuant to this Article, including the right to indemnification and to the advancement of expenses of an Indemnified Person existing at the time of such repeal or modifications with respect to any acts or omissions occurring prior to such repeal or modification.

Liabilities; Indemnification. (a) Subject to Section 6.02(f), any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a Member, Manager, officer, employee, agent or legal representative of the Company (each, an “Indemnified Person”), will be indemnified and held harmless by the Company to the fullest extent permitted by law against all expenses, claims, damages, liabilities and losses (including judgments, interest on judgments, fines, charges, costs, amounts paid in settlement, expenses and reasonable attorneys’ fees incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or any appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or commission), whether pending or merely threatened, whether or not any Indemnified Person is or may be a party thereto, including interest on any of the foregoing (collectively, “Damages”) arising out of, or in connection with, the management or conduct of the business and affairs of the Company, except for any such Damages to the extent that they are found by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Indemnified Parties or willful violations of the express provisions hereof by the Indemnified Parties. The Indemnified Parties may consult with counsel and accountants with respect to the affairs of the Company and will be fully protected and justified, to the extent allowed by law, in acting, or failing to act, if such action or failure to act is in accordance with the advice or opinion of such counsel or accountants. (b) The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, will not, in and of itself, create a presumption that the Person seeking indemnification did not act in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interest of the Company or its creditors, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such Person’s conduct was unlawful. Entry of a judgment by consent as part of a settlement will not be deemed a final adjudication of liability for negligence or misconduct in the performance of duty, nor of any other issue or matter. (c) Subject to Section 6.02(f), to the fullest extent permitted by law, expenses (including reasonable attorneys’ fees and disbursements) incurred by an Indemnified Person in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding as authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount unless it will ultimately be determined that such Person is entitled to be indemnified by the Company. Expenses (including reasonable attorneys’ fees and disbursements) incurred by other employees or agents of the Company in defending in any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company upon such terms and conditions, if any, as the Board deems appropriate. (d) No Manager of the Company will be personally liable to the Company for monetary damages for any breach of fiduciary duty by such person as a Manager. Notwithstanding the foregoing sentence, a Manager will be liable to the extent provided by Applicable Law (i) for breach of the Manager’s duty of loyalty to the Company or the Member, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or (iii) for any transaction from which the Manager derived an improper personal benefit. (e) The indemnification and advancement of expenses provided by this Section will not be deemed exclusive of any other rights to which those seeking indemnification or advancement may by entitled under any agreement, vote of the Board or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, and will continue as to an Indemnified Person who has ceased to be a Manager, employee or agent and will inure to the benefit of the heirs, executors and administrators of such Person. (f) Any amounts payable by the Company in accordance with this Section will be payable solely to the extent of funds available therefor and actually received by the Company under the Basic Documents, from capital contributions or in connection with other Permitted Transactions. The Company’s obligations under this Section will not constitute a claim against the Company to the extent that the Company does not have funds sufficient to make payment of such obligations. Any claim that an Indemnified Person may have at any time against the Company that it may seek to enforce hereunder will be subordinate to the payment in full (including post-petition interest, in the event that the Company becomes a debtor or debtor in possession in a case under any applicable Insolvency Law now or hereafter in effect or otherwise subject to any insolvency, reorganization, liquidation, rehabilitation or other similar Proceedings) of the claims of the holders of any Securities. (g) The indemnities contained in this Section will survive the resignation, removal or termination of any Indemnified Person or the termination of this Agreement. Any repeal or modification of this Article will not adversely affect any rights of such Indemnified Person pursuant to this Article, including the right to indemnification and to the advancement of expenses of an Indemnified Person existing at the time of such repeal or modifications with respect to any acts or omissions occurring prior to such repeal or modification.

Liabilities; Indemnification. (a) Subject to Section 6.02(f6.2(f), any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he such Person is or was a Member, Manager, officer, employee, agent or legal representative of the Company (each, an “Indemnified Person”), will be indemnified and held harmless by the Company to the fullest extent permitted by law legally permissible against all expenses, claims, damages, liabilities and losses (including judgments, interest on judgments, fines, charges, costs, amounts paid in settlement, expenses and attorneys’ fees incurred in investigating, preparing or defending any action, claim, claim suit, inquiry, proceeding, investigation or any appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or commission), whether pending or merely threatened, whether or not any Indemnified Person is or may be a party thereto, including interest on any of the foregoing (collectively, “Damages”) arising out of, or in connection with, the management or conduct of the business and affairs of the Company, except for any such Damages to the extent that they are found by a court of competent jurisdiction to have resulted from the intentional misconduct or gross negligence or willful misconduct of the Indemnified Parties Persons or willful knowing violations by the Indemnified Persons of the law or the express provisions hereof by the Indemnified Partieshereof. The Indemnified Parties may consult with counsel and accountants with respect to the affairs of the Company and will be fully protected and justified, to the extent allowed by law, in acting, or failing to act, if such action or failure to act is in accordance with the advice or opinion of such counsel or accountants. (b) The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, will not, in and of itself, create a presumption that the Person seeking indemnification did not act in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interest of the Company or its creditors, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such Person’s conduct was unlawful. Entry of a judgment by consent as part of a settlement will not be deemed a final adjudication of liability for intentional misconduct, gross negligence or misconduct in a knowing violation of the performance of dutylaw, nor of any other issue or matter. (c) Subject to Section 6.02(f6.2(f), to the fullest extent permitted by law, expenses (including reasonable attorneys’ fees and disbursements) incurred by an Indemnified Person in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding as authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount unless it will ultimately be determined that such Person is entitled to be indemnified by the Company. Expenses (including reasonable attorneys’ fees and disbursements) incurred by other employees or agents of the Company in defending in any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company upon such terms and conditions, if any, as the Board deems appropriate. (d) No To the fullest extent permitted by Applicable Law, no Manager of the Company will be personally liable to the Company for monetary damages for any breach of fiduciary duty by such person as a Manager. Notwithstanding the foregoing sentence, a Manager will be liable to the Company to the extent provided by Applicable Law (i) for breach of the Manager’s duty of loyalty to the Company or the Member, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law law, or (iii) for any transaction from which the Manager derived an improper personal benefit. (e) The indemnification and advancement of expenses provided by this Section 6.2 will not be deemed exclusive of any other rights to which those seeking indemnification or advancement may by entitled under any agreement, vote of the Board or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, and will continue as to an Indemnified a Person who has ceased to be a Manager, employee or agent and will inure to the benefit of the heirs, executors and administrators of such Person. (f) Any amounts payable by the Company in accordance with this Section 6.2 will be payable solely to the extent of funds available therefor and actually received by the Company under the Basic Documents, from capital contributions or in connection with other Permitted Transactions. The Company’s obligations under this Section 6.2 will not constitute a claim against the Company to the extent that the Company does not have funds sufficient to make payment of such obligations. Any To the fullest extent permitted by Applicable Law, any claim that an Indemnified Person may have at any time against the Company that it may seek to enforce hereunder will be subordinate to the payment in full (including post-petition interest, in the event that the Company becomes a debtor or debtor in possession in a case under any applicable Insolvency Law federal or state bankruptcy, insolvency or other similar law now or hereafter in effect or otherwise subject to any insolvency, reorganization, liquidation, rehabilitation or other similar Proceedingsproceedings) of the claims of the holders of any SecuritiesSecurities which are collateralized or secured by the assets of the Company. (g) The indemnities contained in this Section will survive the resignation, removal or termination of any Indemnified Person or the termination of this Agreement. Any repeal or modification of this Article will not adversely affect any rights of such Indemnified Person pursuant to this Article, including the right to indemnification and to the advancement of expenses of an Indemnified Person existing at the time of such repeal or modifications with respect to any acts or omissions occurring prior to such repeal or modification.

Liabilities; Indemnification. (a) Subject to Section 6.02(f7.2(f), any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a Member, Manager, officer, employee, agent or legal representative of the Company (each, an “Indemnified Person”), will be indemnified and held harmless by the Company to the fullest extent permitted by law legally permissible against all expenses, claims, damages, liabilities and losses (including judgments, interest on judgments, fines, charges, costs, amounts paid in settlement, expenses and attorneys’ fees incurred in investigating, preparing or defending any action, claim, claim suit, inquiry, proceeding, investigation or any appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or commission), whether pending or merely threatened, whether or not any Indemnified Person is or may be a party thereto, including interest on any of the foregoing (collectively, “Damages”) arising out of, or in connection with, the management or conduct of the business and affairs of the Company, except for any such Damages to the extent that they are found by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Indemnified Parties or willful violations of the express provisions hereof by the Indemnified Parties. The Indemnified Parties may consult with counsel and accountants with respect to the affairs of the Company and will be fully protected and justified, to the extent allowed by law, in acting, or failing to act, if such action or failure to act is in accordance with the advice or opinion of such counsel or accountants. (b) The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, will not, in and of itself, create a presumption that the Person seeking indemnification did not act in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interest of the Company or its creditors, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such Person’s conduct was unlawful. Entry of a judgment by consent as part of a settlement will not be deemed a final adjudication of liability for negligence or misconduct in the performance of duty, nor of any other issue or matter. (c) Subject to Section 6.02(f7.2(f), to the fullest extent permitted by law, expenses (including reasonable attorneys’ fees and disbursements) incurred by an Indemnified Person in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding as authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount unless it will ultimately be determined that such Person is entitled to be indemnified by the Company. Expenses (including reasonable attorneys’ fees and disbursements) incurred by other employees or agents of the Company in defending in any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company upon such terms and conditions, if any, as the Board deems appropriate. (d) No Manager of the Company will be personally liable to the Company for monetary damages for any breach of fiduciary duty by such person as a Manager. Notwithstanding the foregoing sentence, a Manager will be liable to the extent provided by Applicable Law (i) for breach of the Manager’s duty of loyalty to the Company or the Member, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or (iii) for any transaction from which the Manager derived an improper personal benefit. (e) The indemnification and advancement of expenses provided by this Section 7.2 will not be deemed exclusive of any other rights to which those seeking indemnification or advancement may by entitled under any agreement, vote of the Board or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, and will continue as to an Indemnified a Person who has ceased to be a Manager, employee or agent and will inure to the benefit of the heirs, executors and administrators of such Person. (f) Any amounts payable by the Company in accordance with this Section 7.2 will be payable solely to the extent of funds available therefor and actually received by the Company under the Basic Documents, from capital contributions or in connection with other Permitted Transactions. The Company’s obligations under this Section 7.2 will not constitute a claim against the Company to the extent that the Company does not have funds sufficient to make payment of such obligations. Any claim that an Indemnified Person may have at any time against the Company that it may seek to enforce hereunder will be subordinate to the payment in full (including post-petition interest, in the event that the Company becomes a debtor or debtor in possession in a case under any applicable Insolvency Law federal or state bankruptcy, insolvency or other similar law now or hereafter in effect or otherwise subject to any insolvency, reorganization, liquidation, rehabilitation or other similar Proceedingsproceedings) of the claims of the holders of any SecuritiesSecurities which are collateralized or secured by the assets of the Company and of claims (if any) of the Trust or any other Person to which Securitization (or interests therein) have been transferred. (g) The indemnities contained in this Section will survive the resignation, removal or termination of any Indemnified Person or the termination of this Agreement. Any repeal or modification of this Article will not adversely affect any rights of such Indemnified Person pursuant to this Article, including the right to indemnification and to the advancement of expenses of an Indemnified Person existing at the time of such repeal or modifications with respect to any acts or omissions occurring prior to such repeal or modification.

Liabilities; Indemnification. (a) Subject to Section 6.02(f7.2(f), any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he such Person is or was a Member, Manager, officer, employee, agent or legal representative of the Company (each, an “Indemnified PersonParty”), will shall be indemnified and held harmless by the Company to the fullest extent permitted by law legally permissible against all expenses, claims, damages, liabilities and losses (including without limitation, judgments, interest on judgments, fines, charges, costs, amounts paid in settlement, expenses and attorneys’ fees incurred in investigating, preparing or defending any action, claim, claim suit, inquiry, proceeding, investigation or any appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or commission), whether pending or merely threatened, whether or not any Indemnified Person Party is or may be a party thereto, including interest on any of the foregoing (collectively, “Damages”) arising out of, or in connection with, the management or conduct of the business and affairs of the Company, except for any such Damages to the extent that they are found by a court of competent jurisdiction to have resulted from the intentional misconduct or gross negligence or willful misconduct of the Indemnified Parties Persons or willful knowing violations by the Indemnified Persons of the law or the express provisions hereof by the Indemnified Partieshereof. The Indemnified Parties may consult with counsel and accountants with respect to the affairs of the Company and will shall be fully protected and justified, to the extent allowed by law, in acting, or failing to act, if such action or failure to act is in accordance with the advice or opinion of such counsel or accountants. (b) The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, will shall not, in and of itself, create a presumption that the Person seeking indemnification did not act in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interest of the Company or its creditors, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such Person’s conduct was unlawful. Entry of a judgment by consent as part of a settlement will shall not be deemed a final adjudication of liability for intentional misconduct, gross negligence or misconduct in a knowing violation of the performance of dutylaw, nor of any other issue or matter. (c) Subject to Section 6.02(f7.2(f), to the fullest extent permitted by law, expenses (including reasonable attorneys’ fees and disbursements) incurred by an Indemnified Person Party in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Managers in the specific case upon receipt of an undertaking by or on behalf of such Indemnified Person Party to repay such amount unless it will shall ultimately be determined that such Person is entitled to be indemnified by the Company. Expenses (including reasonable attorneys’ fees and disbursements) incurred by other employees or agents of the Company in defending in any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company upon such terms and conditions, if any, as the Board of Managers deems appropriate. (d) No To the fullest extent permitted by Applicable Law, no Manager of the Company will shall be personally liable to the Company for monetary damages for any breach of fiduciary duty by such person as a Manager. Notwithstanding the foregoing sentence, a Manager will shall be liable to the Company to the extent provided by Applicable Law for (i) for breach of the Manager’s duty of loyalty to the Company or the Member, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or (iii) for any transaction from which the Manager derived an improper personal benefit.: (e) The indemnification and advancement of expenses provided by this Section will 7.2 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement may by entitled under any agreement, vote of the Board of Managers or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, and will shall continue as to an Indemnified a Person who has ceased to be a Manager, employee or agent and will shall inure to the benefit of the heirs, executors and administrators of such Person. (f) Any amounts payable by the Company in accordance with this Section will 7.2 shall be payable solely to the extent of funds available therefor and actually received by the Company under the Basic Documents, from capital contributions or in connection with other Permitted Transactions. The Company’s obligations under this Section will 7.2 shall not constitute a claim against the Company to the extent that the Company does not have funds sufficient to make payment of such obligations. Any To the fullest extent permitted by Applicable Law, any claim that an Indemnified Person Party may have at any time against the Company that it may seek to enforce hereunder will thereunder shall be subordinate to the payment in full (full, including post-petition interest, in the event that the Company becomes a debtor or debtor in possession in a case under any applicable Insolvency Law federal or state bankruptcy, insolvency or other similar law now or hereafter in effect or otherwise subject to any insolvency, reorganization, liquidation, rehabilitation or other similar Proceedings) proceedings, of the claims of the holders of any SecuritiesSecurities which are collateralized or secured by the assets of the Company. (g) The indemnities contained in this Section will survive the resignation, removal or termination of any Indemnified Person or the termination of this Agreement. Any repeal or modification of this Article will not adversely affect any rights of such Indemnified Person pursuant to this Article, including the right to indemnification and to the advancement of expenses of an Indemnified Person existing at the time of such repeal or modifications with respect to any acts or omissions occurring prior to such repeal or modification.

Liabilities; Indemnification. (a) Subject to Section 6.02(f7.2(f), any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a Member, Manager, officer, employee, agent or legal representative of the Company (each, an “"Indemnified Person”Party'), will be indemnified and held harmless by the Company to the fullest extent permitted by law legally permissible against all expenses, claims, damages, liabilities and losses (including including, without limitation, judgments, interest on judgments, fines, charges, costs, amounts paid in settlement, expenses and attorneys’ ' fees incurred in investigating, preparing or defending any action, claim, claim suit, inquiry, proceeding, investigation or any appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or commission), whether pending or merely threatened, whether or not any such Indemnified Person Party is or may be a party thereto, including interest on any of the foregoing (collectively, “"Damages”) "), arising out of, or in connection with, the management or conduct of the business and affairs of the Company, except for any such Damages to the extent that they are found by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the such Indemnified Parties Party or willful violations of the express provisions hereof by the such Indemnified PartiesParty. The Each Indemnified Parties Party may consult with counsel and accountants with respect to the affairs of the Company and will be fully protected and justified, to the extent allowed by law, in acting, or failing to act, if such action or failure to act is in accordance with the advice or opinion of such counsel or counselor accountants. (b) Each Indemnified Party is required to give prompt notice to the Company of any action commenced against it with respect to which indemnification may be sought under this Section 7.2, but failure to do so will not relieve the Company from any liability which it may have hereunder unless it has been materially prejudiced by such failure to notify or from any liability that it may otherwise have other than on account of this Section 7.2. In no event will the Company be liable for the fees and expenses of more than one counsel for all the Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general obligations or circumstances, unless (i) if the defendants in any such action include one or more Indemnified Parties and the Company, one or more of the Indemnified Parties have employed separate counsel after having reasonably concluded that there may be legal defenses available to it or them that are different from or additional to those available to the Company or to one or more of the other Indemnified Parties or (ii) the Company has not employed counsel reasonably acceptable to an Indemnified Party to represent such Indemnified Party within a reasonable time after notice of the commencement of the action. (c) The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, will not, in and of itself, itself create a presumption that the Person seeking indemnification did not act in good faith and in a manner which such Person reasonably believed to be in in, or not opposed to to, the best interest of the Company or its creditors, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such Person’s 's conduct was unlawful. Entry unlawful entry of a judgment by consent as part of a settlement will not be deemed a final adjudication of liability for negligence or misconduct in the performance of duty, nor or of any other issue or matter. (cd) Subject to Section 6.02(f7.2(g), to the fullest extent permitted by law, expenses (including reasonable attorneys’ ' fees and disbursements) incurred by an Indemnified Person Party in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Managers in the specific case upon receipt of an undertaking by or on behalf of such Indemnified Person Party to repay such amount unless it will ultimately be is determined that such Person is entitled to be indemnified by the Company. Expenses (including reasonable attorneys’ ' fees and disbursements) incurred by other employees or agents of the Company in defending in any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company upon such terms and conditions, if any, as the Board of Managers deems appropriate. (de) No Manager of the Company will be personally liable to the Company for monetary damages for any breach of fiduciary duty by such person as a Manager. Notwithstanding the foregoing sentence, a Manager will be liable to the extent provided by Applicable Law applicable law for (i) for breach of the Manager’s 's duty of loyalty to the Company or the Member, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or (iii) for any transaction from which the Manager derived an improper personal benefit. (ef) The indemnification and advancement of expenses provided by this Section will 7.2 are not to be deemed exclusive of any other rights to which those seeking indemnification or advancement may by be entitled under any agreement, vote of the Board of Managers or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, and will continue as to an Indemnified a Person who has ceased to be a Manager, employee or agent and will inure to the benefit of the heirs, executors and administrators of such Person. (fg) Any amounts payable by the Company in accordance with this Section 7.2 will be payable paid solely to the extent of funds available therefor and actually received by the Company under the Basic Documents, from capital contributions or in connection with other Permitted Transactions. The Company’s 's obligations under this Section 7.2 will not constitute a claim against the Company to the extent that the Company does not have funds sufficient to make payment of such obligations. Any claim that an Indemnified Person party may have at any time against the Company that it may seek to enforce hereunder will be subordinate to the payment in full (including post-petition interestunder this Agreement will, in the event that if the Company becomes a debtor or debtor in debtor-in-possession in a case under any applicable Insolvency Law federal or state bankruptcy, insolvency or other similar law now or hereafter in effect or otherwise subject to any insolvency, reorganization, liquidation, rehabilitation or other similar Proceedings) proceedings, be subordinate to the payment in full, including post-petition interest, of the claims of the holders of any SecuritiesSecurities which are collateralized or secured by assets of the Company. (g) The indemnities contained in this Section will survive the resignation, removal or termination of any Indemnified Person or the termination of this Agreement. Any repeal or modification of this Article will not adversely affect any rights of such Indemnified Person pursuant to this Article, including the right to indemnification and to the advancement of expenses of an Indemnified Person existing at the time of such repeal or modifications with respect to any acts or omissions occurring prior to such repeal or modification.

Liabilities; Indemnification. (a) Subject to Section 6.02(f8.2(f), any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a Member, Manager, officer, employee, agent or legal representative of the Company (each, an “"Indemnified Person”Party"), will be indemnified and held harmless by the Company to the fullest extent permitted by law legally permissible against all expenses, claims, damages, liabilities and losses (including including, without limitation, judgments, interest on judgments, fines, charges, costs, amounts paid in settlement, expenses and attorneys’ ' fees incurred in investigating, preparing or defending any action, claim, claim suit, inquiry, proceeding, investigation or any appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or commission), whether pending or merely threatened, whether or not any Indemnified Person Party is or may be a party thereto, including interest on any of the foregoing (collectively, “"Damages”) "), arising out of, or in connection with, the management or conduct of the business and affairs of the Company, except for any such Damages to the extent that they are found by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Indemnified Parties or willful violations of the express provisions hereof by the Indemnified Parties. The Indemnified Parties may consult with counsel and accountants with respect to the affairs of the Company and will be fully protected and justified, to the extent allowed by law, in acting, or failing to act, if such action or failure to act is in accordance with the advice or opinion of such counsel or accountants. (b) The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, will not, in and of itself, create a presumption that the Person seeking indemnification did not act in good faith and in a manner which such Person reasonably believed to be in in, or not opposed to to, the best interest of the Company or its creditors, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such Person’s 's conduct was unlawful. Entry of a judgment by consent as part of a settlement will not be deemed a final adjudication of liability for negligence or misconduct in the performance of duty, nor of any other issue or matter. (c) Subject to Section 6.02(f8.2(f), to the fullest extent permitted by law, expenses (including reasonable attorneys’ ' fees and disbursements) incurred by an Indemnified Person a Manager, employee or agent of the Company in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Managers in the specific case upon receipt of an undertaking by or on behalf of such Indemnified Person Manager, employee or agent to repay such amount unless it will ultimately be is determined that such Person is entitled to be indemnified by the Company. Expenses (including reasonable attorneys’ ' fees and disbursements) incurred by other employees or agents of the Company in defending in any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company upon such terms and conditions, if any, as the Board of Managers deems appropriate. (d) No Manager of the Company will be personally liable to the Company for monetary damages for any breach of fiduciary duty by such person as a Manager. Notwithstanding the foregoing sentence, a Manager will be liable to the extent provided by Applicable Law applicable law for (i) for breach of the Manager’s 's duty of loyalty to the Company or the Member, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or (iii) for any transaction from which the Manager derived an improper personal benefit. (e) The indemnification and advancement of expenses provided by this Section will 8.2 are not be deemed exclusive of any other rights to which those seeking indemnification or advancement may by be entitled under any agreement, vote of the Board of Managers or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, and will continue as to an Indemnified a Person who has ceased to be a Manager, employee or agent and will inure to the benefit of the heirs, executors and administrators of such Person. (f) Any amounts payable by the Company in accordance with this Section 8.2 will be payable paid solely to the extent of funds (i) available therefor from such Series specified in any applicable written agreement with such Indemnified Party or, if no such written agreement exists, from the General Series and (ii) actually received by the Company under the Basic Documents, from capital contributions or in connection with other Permitted Transactions. The Company’s 's obligations under this Section 8.2 will not constitute a claim against the Company to the extent that the Company does not have funds sufficient to make payment of such obligations. Any claim that an Indemnified Person Party may have at any time against the Company that it may seek to enforce against the Series Assets of any Series unrelated to indemnification obligations hereunder will be subordinate to the payment in full (including post-petition interestwill, in the event that if the Company becomes a debtor or debtor in possession in a case under any applicable Insolvency Law federal or state bankruptcy, insolvency or other similar law now or hereafter in effect or otherwise subject to any insolvency, reorganization, liquidation, rehabilitation or other similar Proceedings) proceedings, be subordinate to the payment in full, including post-petition interest, of the claims of the holders of any Securities. (g) The indemnities contained in this Section will survive Securities related to such unrelated Series and the resignation, removal or termination holders of any Indemnified Person other notes, bonds, contracts or the termination of this Agreement. Any repeal or modification of this Article will not adversely affect any rights of such Indemnified Person pursuant to this Article, including the right to indemnification and to the advancement of expenses of an Indemnified Person existing at the time of such repeal or modifications with respect to any acts or omissions occurring prior other obligations that are related to such repeal or modificationunrelated Series.