Common use of Specific Limitations on Indemnification Clause in Contracts

Specific Limitations on Indemnification. In addition to the other limitations set forth in this Article IV and notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated under this Agreement to make any payment to the Indemnitee for indemnification with respect to any Proceeding: 1. To the extent that payment is actually made to the Indemnitee under any insurance policy or is made on behalf of the Indemnitee by or on behalf of the Company otherwise than pursuant to this Agreement. 2. If a court in such Proceeding has entered a judgment or other adjudication which is final and has become non-appealable and establishes that a claim of the Indemnitee for such indemnification arose from: (i) a breach by the Indemnitee of the Indemnitee’s duty of loyalty to the Company or its shareholders; (ii) acts or omissions of the Indemnitee for which the Indemnitee did not reasonably believe to be in or not opposed to the best interests of the Company or the Affiliates and was: (a) an act or omission involving negligence or misconduct, or, if the Indemnitee is an independent director, an act or omission involving gross negligence or willful misconduct, or (b) an act or omission that was material to the loss or liability and that was committed in bad faith or that was the result of active and deliberate dishonesty,; (iii) acts or omissions of the Indemnitee which the Indemnitee had reasonable cause to believe were unlawful; or (iv) a transaction in which the Indemnitee actually received an improper personal benefit in money, property or services. 3. If there has been no Change in Control, for Liabilities in connection with Proceedings settled without the consent of the Company, which consent shall not have been unreasonably withheld. 4. For any loss or liability arising from an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) there has been a successful adjudication in favor of the Indemnitee on the merits of each count involving alleged securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee, finds that indemnification of the settlement and the related costs should be made, and has been advised of the position on indemnification for violations of securities laws of (A) the Securities and Exchange Commission and (B) any state securities regulatory authority in which securities of the Company were offered or sold. 5. If such Indemnitee is a party to such Proceeding by reason of his or her status as an officer of director of the Advisor and such Proceeding is brought by a member of the Advisor against such Indemnitee arising from claims solely related to the relationship of the members as members of the Advisor.

Specific Limitations on Indemnification. In addition to the other limitations set forth in this Article IV IV, and notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated under this Agreement to make any payment to the Indemnitee for indemnification with respect to any Proceeding: 1. To the extent that payment is actually made to the Indemnitee under any insurance policy or is made on behalf of the Indemnitee by or on behalf of the Company otherwise than pursuant to this Agreement. 2. If a court in such Proceeding has entered a judgment or other adjudication which is final and has become non-appealable nonappealable and establishes that a claim of the Indemnitee for such indemnification arose from: (i) a breach by the Indemnitee of the Indemnitee’s 's duty of loyalty to the Company or its shareholders; (ii) acts or omissions of the Indemnitee for that are not Good Faith Acts or Omissions or which the Indemnitee did not reasonably believe to be in or not opposed to the best interests of the Company or the Affiliates and was: (a) an act or omission involving negligence or misconduct, or, if the Indemnitee is an independent director, an act or omission involving gross negligence or willful misconduct, or (b) an act or omission that was material to the loss or liability and that was committed in bad faith or that was are the result of active and deliberate dishonesty,; (iii) acts or omissions of the Indemnitee which the Indemnitee had reasonable cause to believe were unlawful; or (iv) a transaction in which the Indemnitee actually received an improper personal benefit in money, property or services. 3. If there has been no Change in Control, for Liabilities in connection with Proceedings settled without the consent of the CompanyCompany which consent, which consent however, shall not have been be unreasonably withheld. 4. For any loss or liability arising from an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) there has been a successful adjudication in favor of the Indemnitee on the merits of each count involving alleged securities law violations as to the Indemnitee; , (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee, Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position on indemnification for violations of securities laws of (A) the Securities and Exchange Commission and (B) of the published position of any state securities regulatory authority in which securities of the Company were offered or sold. 5sold as to indemnification for violations of securities laws. If such V ADVANCEMENT OF EXPENSES Notwithstanding any provision to the contrary in Article VI hereof, the Company shall advance to the Indemnitee all Expenses which, by reason of the Indemnitee's Corporate Status, were incurred by or for him in connection with any Proceeding for which the Indemnitee is entitled to indemnification pursuant to Article IV hereof, in advance of the final disposition of such Proceeding, provided that all of the following are satisfied: (i) the Indemnitee was made a party to such Proceeding the proceeding by reason of his service as a director or officer of the Company, (ii) the Indemnitee provides the Company with written affirmation of his good faith belief that he has met the standard of conduct necessary for indemnification by the Company pursuant to Article IV hereof, (iii) the Indemnitee provides the Company with a written agreement (the "Undertaking") to repay the amount paid or reimbursed by the Company, together with the applicable legal rate of interest thereon, if it is ultimately determined that the Indemnitee did not comply with the requisite standard of conduct, and (iv) the legal proceeding was initiated by a third party who is not a stockholder of the Company or, if by a stockholder of the Company acting in his or her status capacity as an officer such, a court of director competent jurisdiction approves such advancement. The Indemnitee shall be required to execute and submit the Undertaking to repay Expenses advanced in the form of Exhibit A attached hereto or in such form as may be required under applicable law as in effect at the time of execution thereof. The Undertaking shall reasonably evidence the Expenses incurred by or for the Indemnitee and shall contain the written affirmation by the Indemnitee, described above, of his good faith belief that the standard of conduct necessary for indemnification has been met. The Company shall advance such expenses within five (5) business days after the receipt by the Company of the Advisor and such Proceeding Undertaking. The Indemnitee hereby agrees to repay any Expenses advanced hereunder if it shall ultimately be determined that the Indemnitee is brought by a member of the Advisor not entitled to be indemnified against such Indemnitee arising from claims solely related Expenses. Any advances and the undertaking to the relationship of the members as members of the Advisorrepay pursuant to this Article V shall be unsecured.

Specific Limitations on Indemnification. In addition to the other limitations set forth in this Article IV and notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated under this Agreement to make any payment to the Indemnitee for indemnification with respect to any Proceeding: 1. To the extent that payment is actually made to the Indemnitee under any insurance policy or is made on behalf of the Indemnitee by or on behalf of the Company otherwise than pursuant to this Agreement. 2. If a court in such Proceeding has entered a judgment or other adjudication which is final and has become non-appealable and establishes that a claim of the Indemnitee for such indemnification arose from: (i) a breach by the Indemnitee of the Indemnitee’s duty of loyalty to the Company or its shareholders; (ii) acts or omissions of the Indemnitee for which that the Indemnitee did not reasonably believe believed to be in or not opposed to the best interests of the Company or the Affiliates and wasnot: (a) an act or omission involving negligence or misconduct, or, if the Indemnitee is an independent director, an act or omission involving gross negligence or willful misconduct, or (b) an act or omission that was material to the loss or liability and that was committed in bad faith or that was the result of active and deliberate dishonesty,; (iii) acts or omissions of the Indemnitee which the Indemnitee had reasonable cause to believe were unlawful; or (iv) a transaction in which the Indemnitee actually received an improper personal benefit in money, property or services. 3. If there has been no Change in Control, for Liabilities in connection with Proceedings settled without the consent of the Company, which consent shall not have been unreasonably withheld. 4. For any loss or liability arising from an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) there has been a successful adjudication in favor of the Indemnitee on the merits of each count involving alleged securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee, finds that indemnification of the settlement and the related costs should be made, and has been advised of the position on indemnification for violations of securities laws of (A) the Securities and Exchange Commission and (B) any state securities regulatory authority in which securities of the Company were offered or sold. 5. If such Indemnitee is a party to such Proceeding by reason of his or her status as an officer of director of the Advisor and such Proceeding is brought by a member of the Advisor against such Indemnitee arising from claims solely related to the relationship of the members as members of the Advisor.

Specific Limitations on Indemnification. In addition to the other limitations set forth in this Article IV IV, and notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated under this Agreement to make any payment to the Indemnitee for indemnification with respect to any Proceeding: 1. To the extent that payment is actually made to the Indemnitee under any insurance policy or is made on behalf of the Indemnitee by or on behalf of the Company otherwise than pursuant to this Agreement. 2. If a court in such Proceeding has entered a judgment or other adjudication which is final and has become non-appealable nonappealable and establishes that a claim of the Indemnitee for such indemnification arose from: (i) a breach by the Indemnitee of the Indemnitee’s 's duty of loyalty to the Company or its shareholders; (ii) acts or omissions of the Indemnitee for that are not Good Faith Acts or Omissions or which the Indemnitee did not reasonably believe to be in or not opposed to the best interests of the Company or the Affiliates and was: (a) an act or omission involving negligence or misconduct, or, if the Indemnitee is an independent director, an act or omission involving gross negligence or willful misconduct, or (b) an act or omission that was material to the loss or liability and that was committed in bad faith or that was are the result of active and deliberate dishonesty,; (iii) acts or omissions of the Indemnitee which the Indemnitee had reasonable cause to believe were unlawful; or (iv) a transaction in which the Indemnitee actually received an improper personal benefit in money, property or servicesservice. 3. If there has been no Change in Control, for Liabilities in connection with Proceedings settled without the consent of the CompanyCompany which consent, which consent however, shall not have been be unreasonably withheld. 4. For any loss or liability arising from an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) there has been a successful adjudication in favor of the Indemnitee on the merits of each count involving alleged securities law violations as to the Indemnitee; , (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee, Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position on indemnification for violations of securities laws of (A) the Securities and Exchange Commission and (B) of the published position of any state securities regulatory authority in which securities of the Company were offered or sold. 5sold as to indemnification for violations of securities laws. If such V ADVANCEMENT OF EXPENSES Notwithstanding any provision to the contrary in Article VI hereof, the Company shall advance to the Indemnitee all Expenses which, by reason of the Indemnitee's Corporate Status, were incurred by or for him in connection with any Proceeding for which the Indemnitee is entitled to indemnification pursuant to Article IV hereof, in advance of the final disposition of such Proceeding, provided that all of the following are satisfied: (i) the Indemnitee was made a party to such Proceeding the proceeding by reason of his service as a director or officer of the Company, (ii) the Indemnitee provides the Company with written affirmation of his good faith belief that he has met the standard of conduct necessary for indemnification by the Company pursuant to Article IV hereof, (iii) the Indemnitee provides the Company with a written agreement (the "Undertaking") to repay the amount paid or reimbursed by the Company, together with the applicable legal rate of interest thereon, if it is ultimately determined that the Indemnitee did not comply with the requisite standard of conduct, and (iv) the legal proceeding was initiated by a third party who is not a stockholder of the Company or, if by a stockholder of the Company acting in his or her status capacity as an officer such, a court of director competent jurisdiction approves such advancement. The Indemnitee shall be required to execute and submit the Undertaking to repay Expenses advanced in the form of Exhibit A attached hereto or in such form as may be required under applicable law as in effect at the time of execution thereof. The Undertaking shall reasonably evidence the Expenses incurred by or for the Indemnitee and shall contain the written affirmation by the Indemnitee, described above, of his good faith belief that the standard of conduct necessary for indemnification has been met. The Company shall advance such expenses within five (5) business days after the receipt by the Company of the Advisor and such Proceeding Undertaking. The Indemnitee hereby agrees to repay any Expenses advanced hereunder if it shall ultimately be determined that the Indemnitee is brought by a member of the Advisor not entitled to be indemnified against such Indemnitee arising from claims solely related Expenses. Any advances and the undertaking to the relationship of the members as members of the Advisorrepay pursuant to this Article V shall be unsecured.

Specific Limitations on Indemnification. In addition to the other limitations set forth in this Article IV IV, and notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated under this Agreement to make any payment to the Indemnitee for indemnification with respect to any Proceeding: 1. (a) To the extent that payment is actually made to the Indemnitee under any insurance policy or is made on behalf of the Indemnitee by or on behalf of the Company otherwise than pursuant to this Agreement. 2. (b) If a court in such Proceeding has entered a judgment or other adjudication which is final and has become non-appealable and establishes that a claim of the Indemnitee for such indemnification arose from: (i) a breach by the Indemnitee of the Indemnitee’s duty of loyalty to the Company or its shareholders; (ii) acts or omissions of the Indemnitee for that are not Good Faith Acts or Omissions or which the Indemnitee did not reasonably believe to be in or not opposed to the best interests of the Company or the Affiliates and was: (a) an act or omission involving negligence or misconduct, or, if the Indemnitee is an independent director, an act or omission involving gross negligence or willful misconduct, or (b) an act or omission that was material to the loss or liability and that was committed in bad faith or that was are the result of active and deliberate dishonesty,; (iiiii) acts or omissions of the Indemnitee which the Indemnitee had reasonable cause to believe were unlawful; or (iviii) a transaction in which the Indemnitee actually received an improper personal benefit in money, property or services. 3. (c) If there has been no Change in Control, for Liabilities in connection with Proceedings settled without the consent of the CompanyCompany which consent, which consent however, shall not have been be unreasonably withheld. 4. (d) For any loss or liability unless all of the following conditions are met: (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interests of the Company, (ii) the Indemnitee was acting on behalf of or performing services for the Company, (iii) such loss or liability was not the result of negligence or misconduct, or, if the Indemnitee is an independent director, gross negligence or willful misconduct, and (iv) such indemnification is recoverable only out of the Company's net assets and not from the Company's stockholders. (e) For any loss or liability arising from an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) there has been a successful adjudication in favor of the Indemnitee on the merits of each count involving alleged securities law violations as to the Indemnitee; , (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee, Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position on indemnification for violations of securities laws of (A) the Securities and Exchange Commission and (B) of the published position of any state securities regulatory authority in which securities of the Company were offered or soldsold as to indemnification for violations of securities laws. 5. If such Indemnitee is a party to such Proceeding by reason of his or her status as an officer of director of the Advisor and such Proceeding is brought by a member of the Advisor against such Indemnitee arising from claims solely related to the relationship of the members as members of the Advisor.

Specific Limitations on Indemnification. In addition to the other limitations set forth in this Article IV IV, and notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated under this Agreement to make any payment to the Indemnitee for indemnification with respect to any Proceeding: 1. To the extent that payment is actually made to the Indemnitee under any insurance policy or is made on behalf of the Indemnitee by or on behalf of the Company otherwise than pursuant to this Agreement. 2. If a court in such Proceeding has entered a judgment or other adjudication which is final and has become non-appealable nonappealable and establishes that a claim of the Indemnitee for such indemnification arose from: (i) a breach by the Indemnitee of the Indemnitee’s duty of loyalty to the Company or its shareholders; (ii) acts or omissions of the Indemnitee for that are not Good Faith Acts or Omissions or which the Indemnitee did not reasonably believe to be in or not opposed to the best interests of the Company or the Affiliates and was: (a) an act or omission involving negligence or misconduct, or, if the Indemnitee is an independent director, an act or omission involving gross negligence or willful misconduct, or (b) an act or omission that was material to the loss or liability and that was committed in bad faith or that was are the result of active and deliberate dishonesty,; (iii) acts or omissions of the Indemnitee which the Indemnitee had reasonable cause to believe were unlawful; or (iv) a transaction in which the Indemnitee actually received an improper personal benefit in money, property or services. 3. If there has been no Change in Control, for Liabilities in connection with Proceedings settled without the consent of the CompanyCompany which consent, which consent however, shall not have been be unreasonably withheld. 4. For any loss or liability arising from an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) there has been a successful adjudication in favor of the Indemnitee on the merits of each count involving alleged securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee, Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position on indemnification for violations of securities laws of (A) the Securities and Exchange Commission and (B) of the published position of any state securities regulatory authority in which securities of the Company were offered or soldsold as to indemnification for violations of securities laws. 5. If such Indemnitee is a party to such Proceeding by reason of his or her status as an officer of director of the Advisor and such Proceeding is brought by a member of the Advisor against such Indemnitee arising from claims solely related to the relationship of the members as members of the Advisor.

Specific Limitations on Indemnification. In addition to the other limitations set forth in this Article IV IV, and notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated under this Agreement to make any payment to the Indemnitee for indemnification with respect to any Proceeding: 1. To the extent that payment is actually made to the Indemnitee under any insurance policy or is made on behalf of the Indemnitee by or on behalf of the Company otherwise than pursuant to this Agreement. 2. If a court in such Proceeding has entered a judgment or other adjudication which is final and has become non-appealable nonappealable and establishes that a claim of the Indemnitee for such indemnification arose from: (i) a breach by the Indemnitee of the Indemnitee’s duty of loyalty to the Company or its shareholders; (ii) acts or omissions of the Indemnitee for that are not Good Faith Acts or Omissions or which the Indemnitee did not reasonably believe to be in or not opposed to the best interests of the Company or the Affiliates and was: (a) an act or omission involving negligence or misconduct, or, if the Indemnitee is an independent director, an act or omission involving gross negligence or willful misconduct, or (b) an act or omission that was material to the loss or liability and that was committed in bad faith or that was are the result of active and deliberate dishonesty,; (iii) acts or omissions of the Indemnitee which the Indemnitee had reasonable cause to believe were unlawful; or (iv) a transaction in which the Indemnitee actually received an improper personal benefit in money, property or services. 3. If there has been no Change in Control, for Liabilities in connection with Proceedings settled without the consent of the CompanyCompany which consent, which consent however, shall not have been be unreasonably withheld. 4. For any loss or liability arising from an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) there has been a successful adjudication in favor of the Indemnitee on the merits of each count involving alleged securities law violations as to the Indemnitee; , (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee, Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position on indemnification for violations of securities laws of (A) the Securities and Exchange Commission and (B) of the published position of any state securities regulatory authority in which securities of the Company were offered or soldsold as to indemnification for violations of securities laws. 5. If such Indemnitee is a party to such Proceeding by reason of his or her status as an officer of director of the Advisor and such Proceeding is brought by a member of the Advisor against such Indemnitee arising from claims solely related to the relationship of the members as members of the Advisor.

Specific Limitations on Indemnification. In addition to the other limitations Except as set forth in this Article IV Section 4.6 and notwithstanding anything else in this Agreement to the contrary, the Company Indemnitee shall not be obligated under this Agreement to make any payment to the Indemnitee for indemnification with respect to any Proceedingentitled to: 1. To the extent that payment is actually made to the Indemnitee under (a) indemnification for any insurance policy loss or is made on behalf liability unless all of the Indemnitee by or on behalf of the Company otherwise than pursuant to this Agreement. 2. If a court in such Proceeding has entered a judgment or other adjudication which is final and has become non-appealable and establishes that a claim of the Indemnitee for such indemnification arose fromfollowing conditions are met: (i) a breach by the Indemnitee has determined, in good faith, that the course of conduct that caused the Indemnitee’s duty of loyalty to the Company loss or its shareholders; (ii) acts or omissions of the Indemnitee for which the Indemnitee did not reasonably believe to be liability was in or not opposed to the best interests of the Company Company; (ii) the Indemnitee was acting on behalf of or performing services for the Affiliates and was: Company; (aiii) an act such loss or omission involving liability was not the result of negligence or misconduct, or, if the Indemnitee is an independent director, an act or omission involving gross negligence or willful misconduct, or ; and (iv) such indemnification is recoverable only out of the Company’s net assets and not from the Company’s stockholders; (b) an act or omission that was material to the loss or liability and that was committed in bad faith or that was the result of active and deliberate dishonesty,; (iii) acts or omissions of the Indemnitee which the Indemnitee had reasonable cause to believe were unlawful; or (iv) a transaction in which the Indemnitee actually received an improper personal benefit in money, property or services. 3. If there has been no Change in Control, indemnification for Liabilities in connection with Proceedings settled without the consent of the Company, which consent shall not have been unreasonably withheld. 4. For any loss or liability arising from an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) there has been a successful adjudication in favor of the Indemnitee on the merits of each count involving alleged securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee, Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position on indemnification for violations of securities laws of (A) the Securities and Exchange Commission and (B) of the published position of any state securities regulatory authority in which securities of the Company were offered or sold.sold as to indemnification for violations of securities laws; 5. If such (c) indemnification hereunder if the Proceeding was one by or in the right of the Company and the Indemnitee is adjudged, in a final adjudication of the Proceeding not subject to further appeal, to be liable to the Company; (d) indemnification hereunder if the Indemnitee is adjudged, in a final adjudication of the Proceeding not subject to further appeal, to be liable on the basis that personal benefit was improperly received in any Proceeding charging improper personal benefit to the Indemnitee, whether or not involving action in the Indemnitee’s Corporate Status; or (e) indemnification or advance of Expenses hereunder if the Proceeding was brought by the Indemnitee, unless: (i) the Proceeding was brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Section 6.4 of this Agreement, or (ii) the Charter, the Company’s bylaws, as the same may be in effect from time to time (the “Bylaws”), a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party to such Proceeding by reason of his or her status as an officer of director of the Advisor and such Proceeding is brought by a member of the Advisor against such Indemnitee arising from claims solely related to the relationship of the members as members of the Advisorexpressly provide otherwise.

Specific Limitations on Indemnification. In addition to the other limitations Except as set forth in this Article IV Section 4.6 and notwithstanding anything else in this Agreement to the contrary, the Company Indemnitee shall not be obligated under this Agreement to make any payment to the Indemnitee for indemnification with respect to any Proceedingentitled to: 1. To the extent that payment is actually made to the Indemnitee under (a) indemnification for any insurance policy loss or is made on behalf liability unless all of the Indemnitee by or on behalf of the Company otherwise than pursuant to this Agreement. 2. If a court in such Proceeding has entered a judgment or other adjudication which is final and has become non-appealable and establishes that a claim of the Indemnitee for such indemnification arose fromfollowing conditions are met: (i) a breach by the Indemnitee has determined, in good faith, that the course of conduct that caused the Indemnitee’s duty of loyalty to the Company loss or its shareholders; (ii) acts or omissions of the Indemnitee for which the Indemnitee did not reasonably believe to be liability was in or not opposed to the best interests of the Company Company; (ii) the Indemnitee was acting on behalf of or performing services for the Affiliates and was: Company; (aiii) an act such loss or omission involving liability was not the result of negligence or misconduct, or, if the Indemnitee is an independent director, an act or omission involving gross negligence or willful misconduct, or ; and (iv) such indemnification is recoverable only out of the Company’s net assets and not from the Company’s stockholders; (b) an act or omission that was material to the loss or liability and that was committed in bad faith or that was the result of active and deliberate dishonesty,; (iii) acts or omissions of the Indemnitee which the Indemnitee had reasonable cause to believe were unlawful; or (iv) a transaction in which the Indemnitee actually received an improper personal benefit in money, property or services. 3. If there has been no Change in Control, indemnification for Liabilities in connection with Proceedings settled without the consent of the Company, which consent shall not have been unreasonably withheld. 4. For any loss or liability arising from an alleged violation of federal or state securities laws unless one or more of the following conditions are met: : (i) there has been a successful adjudication in favor of the Indemnitee on the merits of each count involving alleged material securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee, Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position on indemnification for violations of securities laws of (A) the Securities and Exchange Commission and (B) of the published position of any state securities regulatory authority in which securities of the Company were offered or sold.sold as to indemnification for violations of securities laws; 5. If such (c) indemnification hereunder if the Proceeding was one by or in the right of the Company and the Indemnitee is adjudged to be liable to the Company; (d) indemnification hereunder if the Indemnitee is adjudged to be liable on the basis that personal benefit was improperly received in any Proceeding charging improper personal benefit to the Indemnitee, whether or not involving action in the Indemnitee’s Corporate Status; or (e) indemnification or advance of Expenses hereunder if the Proceeding was brought by the Indemnitee, unless: (i) the Proceeding was brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Section 6.4 of this Agreement, or (ii) the Charter, the Company’s bylaws, as the same may be in effect from time to time (the “Bylaws”), a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party to such Proceeding by reason of his or her status as an officer of director of the Advisor and such Proceeding is brought by a member of the Advisor against such Indemnitee arising from claims solely related to the relationship of the members as members of the Advisorexpressly provide otherwise.

Specific Limitations on Indemnification. In addition to the other limitations set forth in this Article IV IV, and notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated under this Agreement to make any payment to the Indemnitee for indemnification with respect to any Proceeding: 1. (a) To the extent that payment is actually made to the Indemnitee under any insurance policy or is made on behalf of the Indemnitee by or on behalf of the Company otherwise than pursuant to this Agreement. 2. (b) If a court in such Proceeding has entered a judgment or other adjudication which is final and has become non-appealable and establishes that a claim of the Indemnitee for such indemnification arose from: (i) a breach by the Indemnitee of the Indemnitee’s duty of loyalty to the Company or its shareholders; (ii) acts or omissions of the Indemnitee for that are not Good Faith Acts or Omissions or which the Indemnitee did not reasonably believe to be in or not opposed to the best interests of the Company or the Affiliates and was: (a) an act or omission involving negligence or misconduct, or, if the Indemnitee is an independent director, an act or omission involving gross negligence or willful misconduct, or (b) an act or omission that was material to the loss or liability and that was committed in bad faith or that was are the result of active and deliberate dishonesty,; (iiiii) acts or omissions of the Indemnitee which the Indemnitee had reasonable cause to believe were unlawful; or (iviii) a transaction in which the Indemnitee actually received an improper personal benefit in money, property or services. 3. (c) If there has been no Change in Control, for Liabilities in connection with Proceedings settled without the consent of the CompanyCompany which consent, which consent however, shall not have been be unreasonably withheld. 4. (d) For any loss or liability unless all of the following conditions are met: (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interests of the Company, (ii) the Indemnitee was acting on behalf of or performing services for the Company, (iii) such loss or liability was not the result of negligence or misconduct, or, if the Indemnitee is an independent director, gross negligence or willful misconduct, and (iv) such indemnification is recoverable only out of the Company’s net assets and not from the Company’s stockholders. (e) For any loss or liability arising from an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) there has been a successful adjudication in favor of the Indemnitee on the merits of each count involving alleged securities law violations as to the Indemnitee; , (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee, Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position on indemnification for violations of securities laws of (A) the Securities and Exchange Commission and (B) of the published position of any state securities regulatory authority in which securities of the Company were offered or soldsold as to indemnification for violations of securities laws. 5. If such Indemnitee is a party to such Proceeding by reason of his or her status as an officer of director of the Advisor and such Proceeding is brought by a member of the Advisor against such Indemnitee arising from claims solely related to the relationship of the members as members of the Advisor.

Specific Limitations on Indemnification. In addition to the other limitations Except as set forth in this Article IV Section 4.6 and notwithstanding anything else in this Agreement to the contrary, the Company Indemnitee shall not be obligated under this Agreement to make any payment to the Indemnitee for indemnification with respect to any Proceedingentitled to: 1. To the extent that payment is actually made to the Indemnitee under (a) indemnification for any insurance policy loss or is made on behalf liability unless all of the Indemnitee by or on behalf of the Company otherwise than pursuant to this Agreement. 2. If a court in such Proceeding has entered a judgment or other adjudication which is final and has become non-appealable and establishes that a claim of the Indemnitee for such indemnification arose fromfollowing conditions are met: (i) a breach by the Indemnitee has determined, in good faith, that the course of conduct that caused the Indemnitee’s duty of loyalty to the Company loss or its shareholders; (ii) acts or omissions of the Indemnitee for which the Indemnitee did not reasonably believe to be liability was in or not opposed to the best interests of the Company Company; (ii) the Indemnitee was acting on behalf of or performing services for the Affiliates and was: Company; (aiii) an act such loss or omission involving liability was not the result of negligence or misconduct, or, if the Indemnitee is an independent director, an act or omission involving gross negligence or willful misconduct, or ; and (iv) such indemnification is recoverable only out of the Company’s net assets and not from the Company’s stockholders; (b) an act or omission that was material to the loss or liability and that was committed in bad faith or that was the result of active and deliberate dishonesty,; (iii) acts or omissions of the Indemnitee which the Indemnitee had reasonable cause to believe were unlawful; or (iv) a transaction in which the Indemnitee actually received an improper personal benefit in money, property or services. 3. If there has been no Change in Control, indemnification for Liabilities in connection with Proceedings settled without the consent of the Company, which consent shall not have been unreasonably withheld. 4. For any loss or liability arising from an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) there has been a successful adjudication in favor of the Indemnitee on the merits of each count involving alleged material securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee, Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been ​ ​ advised of the position on indemnification for violations of securities laws of (A) the Securities and Exchange Commission and (B) of the published position of any state securities regulatory authority in which securities of the Company were offered or sold.sold as to indemnification for violations of securities laws; 5. If such (c) indemnification hereunder if the Proceeding was one by or in the right of the Company and the Indemnitee is adjudged to be liable to the Company; (d) indemnification hereunder if the Indemnitee is adjudged to be liable on the basis that personal benefit was improperly received in any Proceeding charging improper personal benefit to the Indemnitee, whether or not involving action in the Indemnitee’s Corporate Status; or (e) indemnification or advance of Expenses hereunder if the Proceeding was brought by the Indemnitee, unless: (i) the Proceeding was brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Section 6.4 of this Agreement, or (ii) the Charter, the Company’s bylaws, as the same may be in effect from time to time (the “Bylaws”), a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party to such Proceeding by reason of his or her status as an officer of director of the Advisor and such Proceeding is brought by a member of the Advisor against such Indemnitee arising from claims solely related to the relationship of the members as members of the Advisorexpressly provide otherwise.

Specific Limitations on Indemnification. In addition to the other limitations set forth in this Article IV IV, and notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated under this Agreement to make any payment to the Indemnitee for indemnification with respect to any Proceeding: 1. To the extent that payment is actually made to the Indemnitee under any insurance policy or is made on behalf of the Indemnitee by or on behalf of the Company otherwise than pursuant to this Agreement. 2. If a court in such Proceeding has entered a judgment or other adjudication which is final and has become non-appealable nonappealable and establishes that a claim of the Indemnitee for such indemnification arose from: (i) a breach by the Indemnitee of the Indemnitee’s 's duty of loyalty to the Company or its shareholders; (ii) acts or omissions of the Indemnitee for that are not Good Faith Acts or Omissions or which the Indemnitee did not reasonably believe to be in or not opposed to the best interests of the Company or the Affiliates and was: (a) an act or omission involving negligence or misconduct, or, if the Indemnitee is an independent director, an act or omission involving gross negligence or willful misconduct, or (b) an act or omission that was material to the loss or liability and that was committed in bad faith or that was are the result of active and deliberate dishonesty,; (iii) acts or omissions of the Indemnitee which the Indemnitee had reasonable cause to believe were unlawful; or (iv) a transaction in which the Indemnitee actually received an improper personal benefit in money, property or servicesservice. 3. If there has been no Change in Control, for Liabilities in connection with Proceedings settled without the consent of the CompanyCompany which consent, which consent however, shall not have been be unreasonably withheld. 4. For any loss or liability arising from an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) there has been a successful adjudication in favor of the Indemnitee on the merits of each count involving alleged securities law violations as to the Indemnitee; , (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee, Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position on indemnification for violations of securities laws of (A) the Securities and Exchange Commission and (B) of the published position of any state securities regulatory authority in which securities of the Company were offered or sold. 5sold as to indemnification for violations of securities laws. If such V ADVANCEMENT OF EXPENSES Notwithstanding any provision to the contrary in Article VI hereof, the Company shall advance to the Indemnitee all Expenses which, by reason of the Indemnitee's Corporate Status, were incurred by or for him in connection with any Proceeding for which the Indemnitee is entitled to indemnification pursuant to Article IV hereof, in advance of the final disposition of such Proceeding, provided that all of the following are satisfied: (i) the Indemnitee was made a party to such Proceeding the proceeding by reason of his service as a director or officer of the Company, (ii) the Indemnitee provides the Company with written affirmation of his good faith belief that he has met the standard of conduct necessary for indemnification by the Company pursuant to Article IV hereof, (iii) the Indemnitee provides the Company with a written agreement (the "Undertaking") to repay the amount paid or reimbursed by the Company, together with the applicable legal rate of interest thereon, if it is ultimately determined that the Indemnitee did not comply with the requisite standard of conduct, and (iv) the legal proceeding was initiated by a third party who is not a stockholder of the Company or, if by a stockholder of the Company acting in his or her status capacity as an officer such, a court of director competent jurisdiction approves such advancement. The Indemnitee shall be required to execute and submit the Undertaking to repay Expenses advanced in the form of Exhibit A attached hereto or in such form as may be required under applicable law as in effect at the time of execution thereof. The Undertaking shall reasonably evidence the Expenses incurred by or for the Indemnitee and shall contain the written affirmation by the Indemnitee, described above, of his good faith belief that the standard of conduct necessary for indemnification has been met. The Company shall advance such expenses within five (5) business days after the receipt by the Company of the Advisor and such Proceeding Undertaking. The Indemnitee hereby agrees to repay any Expenses advanced hereunder if it shall ultimately be determined that the Indemnitee is brought by a member of the Advisor not entitled to be indemnified against such Indemnitee arising from claims solely related Expenses. Any advances and the undertaking to the relationship of the members as members of the Advisorrepay pursuant to this Article V shall be unsecured.

Specific Limitations on Indemnification. In addition to the other limitations set forth in this Article IV and notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated under this Agreement to make any payment to the Indemnitee for indemnification with respect to any Proceeding: 1. To the extent that payment is actually made to the Indemnitee under any insurance policy or is made on behalf of the Indemnitee by or on behalf of the Company otherwise than pursuant to this Agreement. 2. If a court in such Proceeding has entered a judgment or other adjudication which is final and has become non-appealable and establishes that a claim of the Indemnitee for such indemnification arose from: (i) a breach by the Indemnitee of the Indemnitee’s duty of loyalty to the Company or its shareholders; (ii) acts or omissions of the Indemnitee for which the Indemnitee did not reasonably believe to be in or not opposed to the best interests of the Company or the Affiliates and was: (a) an act or omission involving negligence or misconduct, or, if the Indemnitee is an independent director, an act or omission involving gross negligence or willful misconduct, or (b) an act or omission that was material to the loss or liability and that was committed in bad faith or that was the result of active and deliberate dishonesty,; (iii) acts or omissions of the Indemnitee which the Indemnitee had reasonable cause to believe were unlawful; or (iv) a transaction in which the Indemnitee actually received an improper personal benefit in money, property or services. 3. If there has been no Change in Control, for Liabilities in connection with Proceedings settled without the consent of the Company, which consent shall not have been unreasonably withheld. 4. For any loss or liability arising from an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) there has been a successful adjudication in favor of the Indemnitee on the merits of each count involving alleged securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee, finds that indemnification of the settlement and the related costs should be made, and has been advised of the position on indemnification for violations of securities laws of (A) the Securities and Exchange Commission and (B) any state securities regulatory authority in which securities of the Company were offered or sold. 5. If such Indemnitee is a party to such Proceeding by reason of his or her status as an officer of or director of the Advisor and such Proceeding is brought by a member of the Advisor against such Indemnitee arising from claims solely related to the relationship of the members as members of the Advisor.

Specific Limitations on Indemnification. In addition to the other limitations set forth in this Article IV and notwithstanding Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated under this Agreement to make any payment to the Indemnitee for indemnification with respect to any Proceeding: 1. To the extent that payment is actually made to the Indemnitee under (a) for any insurance policy loss or is made on behalf liability unless all of the Indemnitee by or on behalf of the Company otherwise than pursuant to this Agreement. 2. If a court in such Proceeding has entered a judgment or other adjudication which is final and has become non-appealable and establishes that a claim of the Indemnitee for such indemnification arose fromfollowing conditions are met: (i) a breach by the Indemnitee has determined, in good faith, that the course of conduct that caused the Indemnitee’s duty of loyalty to the Company loss or its shareholders; (ii) acts or omissions of the Indemnitee for which the Indemnitee did not reasonably believe to be liability was in or not opposed to the best interests of the Company Company; (ii) the Indemnitee was acting on behalf of or performing services for the Affiliates and was: Company; (aiii) an act such loss or omission involving liability was not the result of negligence or misconduct, or, if the Indemnitee is an independent director, an act or omission involving gross negligence or willful misconduct, or ; and (iv) such indemnification is recoverable only out of the Company’s net assets and not from the Company’s stockholders; (b) an act or omission that was material to the loss or liability and that was committed in bad faith or that was the result of active and deliberate dishonesty,; (iii) acts or omissions of the Indemnitee which the Indemnitee had reasonable cause to believe were unlawful; or (iv) a transaction in which the Indemnitee actually received an improper personal benefit in money, property or services. 3. If there has been no Change in Control, for Liabilities in connection with Proceedings settled without the consent of the Company, which consent shall not have been unreasonably withheld. 4. For any loss or liability arising from an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) there has been a successful adjudication in favor of the Indemnitee on the merits of each count involving alleged material securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee, Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position on indemnification for violations of securities laws of (A) the Securities and Exchange Commission and (B) of the published position of any state securities regulatory authority in which securities of the Company were offered or sold.sold as to indemnification for violations of securities laws; or 5. If such (c) (i) that was by or in the right of the Company and in which the Indemnitee is adjudged to be liable to the Company; (ii) where the Indemnitee is adjudged to be liable on the basis that personal benefit was improperly received and which charges improper personal benefit to the Indemnitee, whether or not involving action in the Indemnitee’s Corporate Status; or (iii) brought by the Indemnitee unless: (1) the Proceeding was brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Section 6.4 of this Agreement, or (2) the Charter, the Company’s bylaws, as the same may be in effect from time to time (the “Bylaws”), a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party to such Proceeding by reason of his or her status as an officer of director of the Advisor and such Proceeding is brought by a member of the Advisor against such Indemnitee arising from claims solely related to the relationship of the members as members of the Advisorexpressly provide otherwise.

Specific Limitations on Indemnification. In addition to the other limitations set forth in this Article IV IV, and notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated under this Agreement to make any payment to the Indemnitee for indemnification with respect to any Proceeding: 1. To the extent that payment is actually made to the Indemnitee under any insurance policy or is made on behalf of the Indemnitee by or on behalf of the Company otherwise than pursuant to this Agreement.; 2. If a court in such Proceeding has entered a judgment or other adjudication which is final and has become non-appealable nonappealable and establishes that a claim of the Indemnitee for such indemnification arose from: (i) a breach by the Indemnitee of the Indemnitee’s 's duty of loyalty to the Company or its shareholders; (ii) acts or omissions of the Indemnitee for that are not Good Faith Acts or Omissions or which the Indemnitee did not reasonably believe to be in or not opposed to the best interests of the Company or the Affiliates and was: (a) an act or omission involving negligence or misconduct, or, if the Indemnitee is an independent director, an act or omission involving gross negligence or willful misconduct, or (b) an act or omission that was material to the loss or liability and that was committed in bad faith or that was are the result of active and deliberate dishonesty,; (iii) acts or omissions of the Indemnitee which the Indemnitee had reasonable cause to believe were unlawful; or (iv) a transaction in which the Indemnitee actually received an improper personal benefit in money, property or services.service; or 3. If there has been no Change in Control, for Liabilities in connection with Proceedings settled without the consent of the CompanyCompany which consent, which consent however, shall not have been be unreasonably withheld. 4. For V ADVANCEMENT OF EXPENSES Notwithstanding any loss provision to the contrary in Article VI hereof, the Company shall advance to the Indemnitee all Expenses which, by reason of the Indemnitee's Corporate Status, were incurred by or liability arising from an alleged violation for him in connection with any Proceeding for which the Indemnitee may be entitled to indemnification pursuant to Article IV hereof, in advance of federal or state securities laws unless one or more the final disposition of such Proceeding, provided that all of the following conditions are metsatisfied: (i) there has been a successful adjudication in favor of the Indemnitee on the merits of each count involving alleged securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee, finds that indemnification of the settlement and the related costs should be made, and has been advised of the position on indemnification for violations of securities laws of (A) the Securities and Exchange Commission and (B) any state securities regulatory authority in which securities of the Company were offered or sold. 5. If such Indemnitee is was made a party to such Proceeding the proceeding by reason of his service as a director or her status as an officer of director of the Advisor and such Proceeding is brought by a member of Company, (ii) the Advisor against such Indemnitee arising from claims solely related to provides the relationship of the members as members of the Advisor.Company with

Specific Limitations on Indemnification. In addition to the other limitations set forth in the Articles of Incorporation and in this Article IV and notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated under this Agreement to make any payment to the Indemnitee for indemnification with respect to any Proceeding: 1. To the extent that payment is actually made to the Indemnitee under any insurance policy or is made on behalf of the Indemnitee by or on behalf of the Company otherwise than pursuant to this Agreement. 2. If a court in such Proceeding has entered a judgment or other adjudication which is final and has become non-appealable and establishes that a claim of the Indemnitee for such indemnification arose from: (i) a breach by the Indemnitee of the Indemnitee’s duty of loyalty to the Company or its shareholders; (ii) acts or omissions of the Indemnitee for which that the Indemnitee did not reasonably believe believed to be in or not opposed to the best interests of the Company or the Affiliates and wasnot: (a) an act or omission involving negligence or misconduct, or, if the Indemnitee is an independent director, an act or omission involving gross negligence or willful misconduct, or (b) an act or omission that was material to the loss or liability and that was committed in bad faith or that was the result of active and deliberate dishonesty,; (iii) acts or omissions of the Indemnitee which the Indemnitee had reasonable cause to believe were unlawful; or (iv) a transaction in which the Indemnitee actually received an improper personal benefit in money, property or services. 3. If there has been no Change in Control, for Liabilities in connection with Proceedings settled without the consent of the Company, which consent shall not have been unreasonably withheld. 4. For any loss or liability arising from an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) there has been a successful adjudication in favor of the Indemnitee on the merits of each count involving alleged securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee, finds that indemnification of the settlement and the related costs should be made, and has been advised of the position on indemnification for violations of securities laws of (A) the Securities and Exchange Commission and (B) any state securities regulatory authority in which securities of the Company were offered or sold. 5. If such Indemnitee is a party to such Proceeding by reason of his or her status as an officer of director of the Advisor and such Proceeding is brought by a member of the Advisor against such Indemnitee arising from claims solely related to the relationship of the members as members of the Advisor.

Specific Limitations on Indemnification. In addition to the other limitations set forth in this Article IV IV, and notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated under this Agreement to make any payment to the Indemnitee for indemnification with respect to any Proceeding: 1. To the extent that payment is actually made to the Indemnitee under any insurance policy or is made on behalf of the Indemnitee by or on behalf of the Company otherwise than pursuant to this Agreement. 2. If a court in such Proceeding has entered a judgment or other adjudication which is final and has become non-appealable nonappealable and establishes that a claim of the Indemnitee for such indemnification arose from: (i) a breach by the Indemnitee of the Indemnitee’s 's duty of loyalty to the Company or its shareholders; (ii) acts or omissions of the Indemnitee for that are not Good Faith Acts or Omissions or which the Indemnitee did not reasonably believe to be in or not opposed to the best interests of the Company or the Affiliates and was: (a) an act or omission involving negligence or misconduct, or, if the Indemnitee is an independent director, an act or omission involving gross negligence or willful misconduct, or (b) an act or omission that was material to the loss or liability and that was committed in bad faith or that was are the result of active and deliberate dishonesty,; (iii) acts or omissions of the Indemnitee which the Indemnitee had reasonable cause to believe were unlawful; or (iv) a transaction in which the Indemnitee actually received an improper personal benefit in money, property or services. 3. If there has been no Change in Control, for Liabilities in connection with Proceedings settled without the consent of the CompanyCompany which consent, which consent however, shall not have been be unreasonably withheld. 4. For any loss or liability arising from an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) there has been a successful adjudication in favor of the Indemnitee on the merits of each count involving alleged securities law violations as to the Indemnitee; , (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee, Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position on indemnification for violations of securities laws of (A) the Securities and Exchange Commission and (B) of the published position of any state securities regulatory authority in which securities of the Company were offered or sold. 5sold as to indemnification for violations of securities laws. If such Notwithstanding any provision to the contrary in Article VI hereof, the Company shall advance to the Indemnitee all Expenses which, by reason of the Indemnitee's Corporate Status, were incurred by or for him in connection with any Proceeding for which the Indemnitee is entitled to indemnification pursuant to Article IV hereof, in advance of the final disposition of such Proceeding, provided that all of the following are satisfied: (i) the Indemnitee was made a party to such Proceeding the proceeding by reason of his service as a director or officer of the Company, (ii) the Indemnitee provides the Company with written affirmation of his good faith belief that he has met the standard of conduct necessary for indemnification by the Company pursuant to Article IV hereof, (iii)the Indemnitee provides the Company with a written agreement (the "Undertaking") to repay the amount paid or reimbursed by the Company, together with the applicable legal rate of interest thereon, if it is ultimately determined that the Indemnitee did not comply with the requisite standard of conduct, and (iv) the legal proceeding was initiated by a third party who is not a stockholder of the Company or, if by a stockholder of the Company acting in his or her status capacity as an officer such, a court of director competent jurisdiction approves such advancement. The Indemnitee shall be required to execute and submit the Undertaking to repay Expenses advanced in the form of Exhibit A attached hereto or in such form as may be required under applicable law as in effect at the time of execution thereof. The Undertaking shall reasonably evidence the Expenses incurred by or for the Indemnitee and shall contain the written affirmation by the Indemnitee, described above, of his good faith belief that the standard of conduct necessary for indemnification has been met. The Company shall advance such expenses within five (5) business days after the receipt by the Company of the Advisor and such Proceeding Undertaking. The Indemnitee hereby agrees to repay any Expenses advanced hereunder if it shall ultimately be determined that the Indemnitee is brought by a member of the Advisor not entitled to be indemnified against such Indemnitee arising from claims solely related Expenses. Any advances and the undertaking to the relationship of the members as members of the Advisorrepay pursuant to this Article V shall be unsecured.

Specific Limitations on Indemnification. In addition to the other limitations set forth in this Article IV IV, and notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated under this Agreement to make any payment to the Indemnitee for indemnification with respect to any Proceeding: 1. (a) To the extent that payment is actually made to the Indemnitee under any insurance policy or is made on behalf of the Indemnitee by or on behalf of the Company otherwise than pursuant to this Agreement. 2. (b) If a court in such Proceeding has entered a judgment or other adjudication which is final and has become non-appealable and establishes that a claim of the Indemnitee for such indemnification arose from: (i) a breach by the Indemnitee of the Indemnitee’s 's duty of loyalty to the Company or its shareholders; (ii) acts or omissions of the Indemnitee for that are not Good Faith Acts or Omissions or which the Indemnitee did not reasonably believe to be in or not opposed to the best interests of the Company or the Affiliates and was: (a) an act or omission involving negligence or misconduct, or, if the Indemnitee is an independent director, an act or omission involving gross negligence or willful misconduct, or (b) an act or omission that was material to the loss or liability and that was committed in bad faith or that was are the result of active and deliberate dishonesty,; (iii) acts or omissions of the Indemnitee which the Indemnitee had reasonable cause to believe were unlawful; or (iv) a transaction in which the Indemnitee actually received an improper personal benefit in money, property or servicesservice. 3. (c) If there has been no Change in Control, for Liabilities in connection with Proceedings settled without the consent of the CompanyCompany which consent, which consent however, shall not have been be unreasonably withheld. 4. (d) For any loss or liability arising from an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) there has been a successful adjudication in favor of the Indemnitee on the merits of each count involving alleged securities law violations as to the Indemnitee; , (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee, Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position on indemnification for violations of securities laws of (A) the Securities and Exchange Commission and (B) of the published position of any state securities regulatory authority in which securities of the Company were offered or soldsold as to indemnification for violations of securities laws. 5. If such Indemnitee is a party to such Proceeding by reason of his or her status as an officer of director of the Advisor and such Proceeding is brought by a member of the Advisor against such Indemnitee arising from claims solely related to the relationship of the members as members of the Advisor.

Specific Limitations on Indemnification. In addition to the other limitations set forth in this Article IV IV, and notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated under this Agreement to make any payment to the Indemnitee for indemnification with respect to any Proceeding: 1. To the extent that payment is actually made to the Indemnitee under any insurance policy or is made on behalf of the Indemnitee by or on behalf of the Company otherwise than pursuant to this Agreement. 2. If a court in such Proceeding has entered a judgment or other adjudication which is final and has become non-appealable nonappealable and establishes that a claim of the Indemnitee for such indemnification arose from: (i) a breach by the Indemnitee of the Indemnitee’s 's duty of loyalty to the Company or its shareholders; (ii) acts or omissions of the Indemnitee for that are not Good Faith Acts or Omissions or which the Indemnitee did not reasonably believe to be in or not opposed to the best interests of the Company or the Affiliates and was: (a) an act or omission involving negligence or misconduct, or, if the Indemnitee is an independent director, an act or omission involving gross negligence or willful misconduct, or (b) an act or omission that was material to the loss or liability and that was committed in bad faith or that was are the result of active and deliberate dishonesty,; (iii) acts or omissions of the Indemnitee which the Indemnitee had reasonable cause to believe were unlawful; or (iv) a transaction in which the Indemnitee actually received an improper personal benefit in money, property or services. 3. If there has been no Change in Control, for Liabilities in connection with Proceedings settled without the consent of the CompanyCompany which consent, which consent however, shall not have been be unreasonably withheld. 4. For any loss or liability arising from an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) there has been a successful adjudication in favor of the Indemnitee on the merits of each count involving alleged securities law violations as to the Indemnitee; , (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee, Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position on indemnification for violations of securities laws of (A) the Securities and Exchange Commission and (B) of the published position of any state securities regulatory authority in which securities of the Company were offered or sold. 5sold as to indemnification for violations of securities laws. If such V ADVANCEMENT OF EXPENSES Notwithstanding any provision to the contrary in Article VI hereof, the Company shall advance to the Indemnitee is a party to such Proceeding all Expenses which, by reason of his the Indemnitee's Corporate Status, were incurred by or her status as an officer of director of for him in connection with any Proceeding for which the Advisor and such Proceeding Indemnitee is brought by a member of the Advisor against such Indemnitee arising from claims solely related entitled to the relationship of the members as members of the Advisor.indemnification pursuant to

Specific Limitations on Indemnification. In addition to Except as otherwise required by order of a court (as contemplated in 11A V.S.A. Section 8.54) or as otherwise permitted by applicable law at the other limitations set forth in this Article IV and notwithstanding anything in this Agreement to the contrarytime of such indemnification, the Company shall not be obligated under this Agreement to make any indemnification payment to the Indemnitee for indemnification with respect to any Proceeding: 1. proceeding: (a) To the extent that payment is actually made to the Indemnitee under any insurance policy or is made on behalf of the Indemnitee by or on behalf of the Company or its subsidiaries otherwise than pursuant to this Agreement. 2Agreement (including any payment made under an insurance policy purchased by the Company). Indemnitee also may claim indemnification from the Company pursuant to this Agreement by assigning to the Company any claims under an insurance policy purchased by the Indemnitee to the extent Indemnitee is paid by the Company; (b) If a court in such Proceeding has entered a judgment or other final adjudication adverse to Indemnitee which is final and has become non-appealable and establishes that a claim of the Indemnitee for such indemnification arose from: (i) a breach by the Indemnitee of the Indemnitee’s duty of loyalty to the Company 's acts were intentionally committed in bad faith, or its shareholders; (ii) acts or omissions of the Indemnitee for which the that Indemnitee did not reasonably believe to be (i) in the case of conduct in Indemnitee's official capacity with the Company, that Indemnitee's conduct was in the Company's best interests or (ii) in all other cases, that Indemnitee's conduct was at least not opposed to the Company's best interests interests, or with respect to an employee benefit plan, Indemnitee did not reasonably believe that his or her conduct was in the best interest of the plan's participants and beneficiaries; (c) To the extent the Indemnitee is finally adjudged liable on the basis that he or she received an improper personal benefit, whether or not involving action in Indemnitee's official capacity; (d) For liabilities in connection with a proceeding by or in right of the Company in which Indemnitee was finally adjudged liable to the Company; (e) For the amount of any settlement in connection with a proceeding by or in right of the Affiliates and was: Company; provided, however, that reimbursement of Indemnitee's Expenses in such event may be reimbursed hereunder (asubject to satisfaction of the conditions in Section 6 hereof); (f) For liabilities in connection with proceedings settled without the Company's consent, which consent, however, shall not have been unreasonably withheld; (g) For an act accounting of profits made from the purchase or omission involving negligence sale by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or misconduct, orsimilar provisions of any state statutory or common law; (h) For liabilities in the case of any proceeding brought by a governmental entity, if the Indemnitee is an independent director, an act or omission involving gross negligence or willful misconduct, or (b) an act or omission that was material to the loss or liability and that was committed in bad faith or that was the result of active and deliberate dishonesty,; (iii) acts or omissions of the Indemnitee which the Indemnitee had reasonable cause to believe were unlawfulhis or her conduct was unlawful or Indemnitee is finally found to have engaged in a reckless and intentional unlawful act; and (i) To the extent attributable to Indemnitee's having voted for or (iv) a transaction in which assented to the Indemnitee actually received an improper personal benefit in money, property declaration of any dividend or services. 3. If there has been no Change in Control, for Liabilities in connection with Proceedings settled without the consent other distribution of the Company, which consent shall not have been unreasonably withheld. 4. For any loss or liability arising from an alleged violation 's assets to the Company's shareholders contrary to the provisions of federal or state securities laws unless one or more Chapter 6 of Title 11A of the following conditions Vermont Statutes Annotated or as such standards are met: (i) there has been a successful adjudication in favor of the Indemnitee on the merits of each count involving alleged securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee, finds that indemnification of the settlement and the related costs should be made, and has been advised of the position on indemnification for violations of securities laws of (A) the Securities and Exchange Commission and (B) any state securities regulatory authority in which securities of the Company were offered or soldamended. 8. 5. If such Indemnitee is a party to such Proceeding by reason of his or her status as an officer of director of the Advisor and such Proceeding is brought by a member of the Advisor against such Indemnitee arising from claims solely related to the relationship of the members as members of the Advisor.

Specific Limitations on Indemnification. In addition to the other limitations set forth in this Article IV IV, and notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated under this Agreement to make any payment to the Indemnitee for indemnification with respect to any Proceeding: 1. (a) To the extent that payment is actually made to the Indemnitee under any insurance policy or is made on behalf of the Indemnitee by or on behalf of the Company otherwise than pursuant to this Agreement. 2. (b) If a court in such Proceeding has entered a judgment or other adjudication which is final and has become non-appealable and establishes that a claim of the Indemnitee for such indemnification arose from: (i) a breach by the Indemnitee of the Indemnitee’s 's duty of loyalty to the Company or its shareholders; (ii) acts or omissions of the Indemnitee for that are not Good Faith Acts or Omissions or which the Indemnitee did not reasonably believe to be in or not opposed to the best interests of the Company or the Affiliates and was: (a) an act or omission involving negligence or misconduct, or, if the Indemnitee is an independent director, an act or omission involving gross negligence or willful misconduct, or (b) an act or omission that was material to the loss or liability and that was committed in bad faith or that was are the result of active and deliberate dishonesty,; (iii) acts or omissions of the Indemnitee which the Indemnitee had reasonable cause to believe were unlawful; or (iv) a transaction in which the Indemnitee actually received an improper personal benefit in money, property or servicesservice. 3. (c) If there has been no Change in Control, for Liabilities in connection with Proceedings settled without the consent of the Company, which consent consent, however, shall not have been be unreasonably withheld. 4. (d) For any loss or liability arising from an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) there has been a successful adjudication in favor of the Indemnitee on the merits of each count involving alleged securities law violations as to the Indemnitee; , (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee, Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position on indemnification for violations of securities laws of (A) the Securities and Exchange Commission and (B) of the published position of any state securities regulatory authority in which securities of the Company were offered or soldsold as to indemnification for violations of securities laws. 5. If such Indemnitee is a party to such Proceeding by reason of his or her status as an officer of director of the Advisor and such Proceeding is brought by a member of the Advisor against such Indemnitee arising from claims solely related to the relationship of the members as members of the Advisor.

Specific Limitations on Indemnification. In addition to the other limitations set forth in this Article IV and notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated under this Agreement to make any payment to the Indemnitee for indemnification with respect to any Proceeding: 1. To the extent that payment is actually made to the Indemnitee under any insurance policy or is made on behalf of the Indemnitee by or on behalf of the Company otherwise than pursuant to this Agreement. 2. If a court in such Proceeding has entered a judgment or other adjudication which is final and has become non-appealable and establishes that a claim of the Indemnitee for such indemnification arose from: (i) a breach by the Indemnitee of the Indemnitee’s duty of loyalty to the Company or its shareholders; (ii) acts or omissions of the Indemnitee for which the Indemnitee did not reasonably believe to be in or not opposed to the best interests of the Company or the Affiliates and was: (a) an act or omission involving negligence or misconduct, or, if the Indemnitee is an independent director, an act or omission involving gross negligence or willful misconduct, or (b) an act or omission that was material to the loss or liability and that was committed in bad faith or that was the result of active and deliberate dishonesty,; (iii) acts or omissions of the Indemnitee which the Indemnitee had reasonable cause to believe were unlawful; or (iv) a transaction in which the Indemnitee actually received an improper personal benefit in money, property or services. 3. If there has been no Change in Control, for Liabilities in connection with Proceedings settled without the consent of the Company, which consent shall not have been unreasonably withheld. 4. For any loss or liability arising from an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) there has been a successful adjudication in favor of the Indemnitee on the merits of each count involving alleged securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee, finds that indemnification of the settlement and the related costs should be made, and has been advised of the position on indemnification for violations of securities laws of (A) the Securities and Exchange Commission and (B) any state securities regulatory authority in which securities of the Company were offered or sold. 5. If such Indemnitee is a party to such Proceeding by reason of his or her status as an officer of director of the Advisor Manager or the Sub-Manager and such Proceeding is brought by a member of the Advisor Manager or the Sub-Manager against such Indemnitee arising from claims solely related to the relationship of the members as members of the AdvisorManager or the Sub-Manager.

Specific Limitations on Indemnification. In addition to the other limitations set forth in this Article IV and notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated under this Agreement to make any payment to the Indemnitee for indemnification with respect to any Proceeding: 1. To the extent that payment is actually made to the Indemnitee under any insurance policy or is made on behalf of the Indemnitee by or on behalf of the Company otherwise than pursuant to this Agreement. 2. If a court in such Proceeding has entered a judgment or other adjudication which is final and has become non-appealable and establishes that a claim of the Indemnitee for such indemnification arose from: (i) a breach by the Indemnitee of the Indemnitee’s duty of loyalty to the Company or its shareholders; (ii) acts or omissions of the Indemnitee for which the Indemnitee did not reasonably believe to be in or not opposed to the best interests of the Company or the Affiliates and was: (a) an act or omission involving negligence or misconduct, or, if the Indemnitee is an independent director, an act or omission involving gross negligence or willful misconduct, or (b) an act or omission that was material to the loss or liability and that was committed in bad faith or that was the result of active and deliberate dishonesty,; (iii) acts or omissions of the Indemnitee which the Indemnitee had reasonable cause to believe were unlawful; or (iv) a transaction in which the Indemnitee actually received an improper personal benefit in money, property or services. 3. If Provided that there has been no Change in Control, for Liabilities in connection with Proceedings settled without the consent of the Company, which consent shall not have been unreasonably withheld. 4. For any loss or liability arising from an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) there has been a successful adjudication in favor of the Indemnitee on the merits of each count involving alleged securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee, finds that indemnification of the settlement and the related costs should be made, and has been advised of the position on indemnification for violations of securities laws of (A) the Securities and Exchange Commission and (B) any state securities regulatory authority in which securities of the Company were offered or sold. 5. If such Indemnitee is a party to such Proceeding by reason of his or her status as an officer of director of the Advisor and such Proceeding is brought by a member of the Advisor against such Indemnitee arising from claims solely related to the relationship of the members as members of the Advisor.

Specific Limitations on Indemnification. In addition to the other limitations Except as set forth in this Article IV Section 4.6 and notwithstanding anything else in this Agreement to the contrary, the Company Indemnitee shall not be obligated under this Agreement to make any payment to the Indemnitee for indemnification with respect to any Proceedingentitled to: 1. To the extent that payment is actually made to the Indemnitee under (a) indemnification for any insurance policy loss or is made on behalf liability unless all of the Indemnitee by or on behalf of the Company otherwise than pursuant to this Agreement. 2. If a court in such Proceeding has entered a judgment or other adjudication which is final and has become non-appealable and establishes that a claim of the Indemnitee for such indemnification arose fromfollowing conditions are met: (i) a breach by the Indemnitee has determined, in good faith, that the course of conduct that caused the Indemnitee’s duty of loyalty to the Company loss or its shareholders; (ii) acts or omissions of the Indemnitee for which the Indemnitee did not reasonably believe to be liability was in or not opposed to the best interests of the Company Company; (ii) the Indemnitee was acting on behalf of or performing services for the Affiliates and was: Company; (aiii) an act such loss or omission involving liability was not the result of negligence or misconduct, or, if the Indemnitee is an independent director, an act or omission involving gross negligence or willful misconduct, or ; and (iv) such indemnification is recoverable only out of the Company’s net assets and not from the Company’s stockholders; (b) an act or omission that was material to the loss or liability and that was committed in bad faith or that was the result of active and deliberate dishonesty,; (iii) acts or omissions of the Indemnitee which the Indemnitee had reasonable cause to believe were unlawful; or (iv) a transaction in which the Indemnitee actually received an improper personal benefit in money, property or services. 3. If there has been no Change in Control, indemnification for Liabilities in connection with Proceedings settled without the consent of the Company, which consent shall not have been unreasonably withheld. 4. For any loss or liability arising from an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) there has been a successful adjudication in favor of the Indemnitee on the merits of each count involving alleged material securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee, Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position on indemnification for violations of securities laws of (A) the Securities and Exchange Commission and (B) of the published position of any state securities regulatory authority in which securities of the Company were offered or sold.sold as to indemnification for violations of securities laws; 5. If such (c) indemnification hereunder if the Proceeding was one by or in the right of the Company and the Indemnitee is adjudged, in a final adjudication of the Proceeding not subject to further appeal, to be liable to the Company; (d) indemnification hereunder if the Indemnitee is adjudged, in a final adjudication of the Proceeding not subject to further appeal, to be liable on the basis that personal benefit was improperly received in any Proceeding charging improper personal benefit to the Indemnitee, whether or not involving action in the Indemnitee’s Corporate Status; or (e) indemnification or advance of Expenses hereunder if the Proceeding was brought by the Indemnitee, unless: (i) the Proceeding was brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Section 6.4 of this Agreement, or (ii) the Charter, the Company’s bylaws, as the same may be in effect from time to time (the “Bylaws”), a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party to such Proceeding by reason of his or her status as an officer of director of the Advisor and such Proceeding is brought by a member of the Advisor against such Indemnitee arising from claims solely related to the relationship of the members as members of the Advisorexpressly provide otherwise.

Specific Limitations on Indemnification. In addition to the other limitations set forth in this Article IV IV, and notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated under this Agreement to make any payment to the Indemnitee for indemnification with respect to any Proceeding: 1. To the extent that payment is actually made to the Indemnitee under any insurance policy or is made on behalf of the Indemnitee by or on behalf of the Company otherwise than pursuant to this Agreement. 2. If a court in such Proceeding has entered a judgment or other adjudication which is final and has become non-appealable nonappealable and establishes that a claim of the Indemnitee for such indemnification arose from: (i) a breach by the Indemnitee of the Indemnitee’s duty of loyalty to the Company or its shareholders; (ii) acts or omissions of the Indemnitee for that are not Good Faith Acts or Omissions or which the Indemnitee did not reasonably believe to be in or not opposed to the best interests of the Company or the Affiliates and was: (a) an act or omission involving negligence or misconduct, or, if the Indemnitee is an independent director, an act or omission involving gross negligence or willful misconduct, or (b) an act or omission that was material to the loss or liability and that was committed in bad faith or that was are the result of active and deliberate dishonesty,; (iii) acts or omissions of the Indemnitee which the Indemnitee had reasonable cause to believe were unlawful; or (iv) a transaction in which the Indemnitee actually received an improper personal benefit in the form of money, property or services. 3. If there has been no Change in Control, for For Liabilities in connection with Proceedings settled without the consent of the CompanyCompany which consent, which consent however, shall not have been be unreasonably withheld. 4. For any loss or liability arising from an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) there has been a successful adjudication in favor of the Indemnitee on the merits of each count involving alleged securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee, Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position on indemnification for violations of securities laws of (A) the Securities and Exchange Commission and (B) of the published position of any state securities regulatory authority in which securities of the Company were offered or soldsold as to indemnification for violations of securities laws. 5. If such Indemnitee is a party to such Proceeding by reason of his or her status as an officer of director of the Advisor and such Proceeding is brought by a member of the Advisor against such Indemnitee arising from claims solely related to the relationship of the members as members of the Advisor.