Common use of Exculpation and Indemnification Clause in Contracts

Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director Manager or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Manager or Officer by this Agreement, except that a Member, Director Manager or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, DirectorManager’s or Officer’s gross negligence or willful misconduct. To the fullest extent permitted by applicable law, a Member, Director Manager or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director Manager or Officer by reason of any act or omission performed or omitted by such Member, Director Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Manager or Officer by this Agreement, except that no Member, Director Manager or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director Manager or Officer by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 16 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer Member shall have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director or Officer Neither the Member nor any officer of the Company (an “Indemnified Party”) shall be liable to the Company, or any other person or entity who has an interest in the Company, Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer the Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer the Indemnified Party by this Agreement, except that a Member, Director or Officer the Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officerthe Indemnified Party’s willful misconductmisconduct or gross negligence. To the fullest extent permitted by applicable law, a Member, Director or Officer the Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer the Indemnified Party by reason of any act or omission performed or omitted by such Member, Director or Officer the Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer the Indemnified Party by this Agreement, except that no Member, Director or Officer the Indemnified Party shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer the Indemnified Party by reason of willful misconduct or gross negligence with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 13 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer the Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director Neither the Member nor any Officer nor any affiliate of the Company or Officer the foregoing (each a “Covered Person”) shall be liable to the Company, Company or any other person or entity who has an interest in the Company, is bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer Covered Person by this Agreement, except that a Member, Director or Officer the Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Member’s, DirectorCovered Person’s gross negligence or Officer’s willful misconduct. To the fullest full extent permitted by applicable law, a Member, Director or Officer the Covered Persons shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer Covered Person by reason of any act or omission performed or omitted by such Member, Director or Officer Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer Covered Person by this Agreement, except that no Member, Director or Officer the Covered Person shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer Covered Person by reason of its gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 17 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer the Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No MemberOfficer (each Officer of the Company, Director or Officer a “Covered Person”) shall be liable to the Company, or the Sole Member, any other person or entity who or that has an interest in the Company, Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer Covered Person by this Agreement, except that a Member, Director or Officer Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Member’s, DirectorCovered Person’s gross negligence or Officer’s willful misconduct. To the fullest full extent permitted by applicable law, a Member, Director or Officer each Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer Covered Person by reason of any act or omission performed or omitted by such Member, Director or Officer Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer Covered Person by this Agreement, except that no Member, Director or Officer Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director or Officer (collectively, the “Covered Persons”) shall be liable to the Company, any Member or any other person or entity who has an interest in the Company, bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer Covered Person by this Agreement, except that a Member, Director or Officer Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Member’s, DirectorCovered Person’s gross negligence or Officer’s willful misconduct. To the fullest full extent permitted by applicable law, a Member, Director or Officer Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer Covered Person by reason of any act or omission performed or omitted by such Member, Director or Officer Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer Covered Person by this Agreement, except that no Member, Director or Officer Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 15 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer Member shall have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director Manager or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Manager or Officer by this Agreement, except that a Member, Director Manager or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, DirectorManager’s or Officer’s bad faith or willful misconduct. To the fullest extent permitted by applicable law, a Member, Director Manager or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director Manager or Officer by reason of any act or omission performed or omitted by such Member, Director Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Manager or Officer by this Agreement, except that no Member, Director Manager or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director Manager or Officer by reason of bad faith or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 15 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer member shall have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director member of the Company or Officer shall be liable to the Company, or any other person or entity who has an interest in the Companyis bound by this Agreement, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director member of the Company or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director member or Officer by this Agreement, except that a Member, Director member of the Company or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Directormember’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director member of the Company or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director member or Officer by reason of any act or omission performed or omitted by such Member, Director member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director member or Officer by this Agreement, except that no Member, Director member of the Company or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director member or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer member of the Company shall have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s's, Director’s 's or Officer’s 's willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 17 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer Member shall have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director Manager, Officer or Officer their respective shareholders, members, partners, directors, officers, employees and other agents (collectively, the “Covered Persons”) shall be liable to the Company, Company or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer person acting in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer person by this Agreement, except that a Member, Director Manager or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officerperson’s willful misconduct. To the fullest full extent permitted by applicable law, a Member, Director or Officer each Covered Person shall be entitled to indemnification defense and indemnity from the Company for any loss, damage or claim incurred suffered by or asserted against such Member, Director or Officer Covered Person by reason of any act or omission performed or omitted by such Member, Director or Officer person acting in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer person by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any . Any indemnity under this Section 18 8 shall be provided out of and to the extent of Company assets or insurance only, and no Member, Director Manager or Officer shall have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director or Neither the Member nor the Manager nor any Officer shall be liable to the Company, Company or any other person or entity who has an interest in the Company, is bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Manager or Officer by this Agreement, except that a the Member, Director Manager or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, DirectorManager’s or Officer’s gross negligence or willful misconduct. To the fullest full extent permitted by applicable law, a the Member, Director or Officer the Manager and the Officers shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director Manager or Officer Officers by reason of any act or omission performed or omitted by such Member, Director Manager or Officer Officers in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Manager or Officer Officers by this Agreement, except that no the Member, Director the Manager or any Officer shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director Manager or Officer by reason of its gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 15 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer the Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director Member or Officer officer of the Company shall be liable to the Company, Company or any other person or entity who has an interest in the Company, Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director the Member or Officer officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Memberthe Member or officer, Director or Officer as the case may be, by this Agreement, except that a Member, Director or Officer the Member and officers shall be liable for any such loss, damage or claim incurred by reason of such Member’s, DirectorMember or officer’s gross negligence or Officer’s willful misconduct. To the fullest full extent permitted by applicable law, a Member, Director or Officer the Member and each officer of the Company shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director the Member or Officer officer by reason of any act or omission performed or omitted by such Member, Director the Member or Officer officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Memberthe Member or officer, Director or Officer as the case may be, by this Agreement, except that no Member, Director or Officer the Member and officers shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director the Member or Officer officer by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer the Member and officers shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director Member or Officer officer of the Company shall be liable to the Company, Company or any other person or entity who has an interest in the Company, Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director the Member or Officer officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Memberthe Member or officer, Director or Officer as the case may be, by this Agreement, except that a Member, Director or Officer the Member and officers shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s Member or Officer’s officer's gross negligence or willful misconduct. To the fullest full extent permitted by applicable law, a Member, Director or Officer the Member and each officer of the Company shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director the Member or Officer officer by reason of any act or omission performed or omitted by such Member, Director the Member or Officer officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Memberthe Member or officer, Director or Officer as the case may be, by this Agreement, except that no Member, Director or Officer the Member and officers shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director the Member or Officer officer by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer the Member and officers shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director member of the Company or Officer shall be liable to the Company, or any other person or entity who has an interest in the Companyis bound by this Agreement, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director member of the Company or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director member or Officer by this Agreement, except that a Member, Director member of the Company or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Directormember’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director member of the Company or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director member or Officer by reason of any act or omission performed or omitted by such Member, Director member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director member or Officer by this Agreement, except that no Member, Director member of the Company or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director member or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 20 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer member of the Company shall have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director Director, or Officer shall be liable to the Company, or to any other person or entity who that has an interest in the Company, for any loss, damage damage, or claim incurred by reason of any act or omission performed or omitted by such Member, Director Director, or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Director, or Officer by this Agreement, except that a Member, Director Director, or Officer shall be liable for any such loss, damage damage, or claim incurred by reason of such Member’s, Director’s ’s, or Officer’s willful misconduct. To the fullest full extent permitted by applicable law, a Member, Director Director, or Officer shall be entitled to indemnification from the Company for any loss, damage damage, or claim incurred by such Member, Director Director, or Officer by reason of any act or omission performed or omitted by such Member, Director Director, or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Director, or Officer by this Agreement, except that no Member, Director Director, or Officer shall be entitled to be indemnified in respect of any loss, damage damage, or claim incurred by such Member, Director Director, or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 5.1 shall be provided out of and to the extent of Company assets only, and no the Class A Preferred Member, Director or Officer the Common Member, Directors, and Officers shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director Manager or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Manager or Officer by this Agreement, except that a Member, Director Manager or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, DirectorManager’s or Officer’s bad faith or willful misconduct. To the fullest extent permitted by applicable law, a MemberM ember, Director Manager or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director Manager or Officer by reason of any act or omission performed or omitted by such Member, Director Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Manager or Officer by this Agreement, except that no Member, Director Manager or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director Manager or Officer by reason of bad faith or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 15 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer member shall have personal liability on account thereof.

Exculpation and Indemnification. No Member, Neither the Member nor any Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s's, Director’s 's or Officer’s 's willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 16 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer Member shall have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Member or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s's, Director’s 's or Officer’s 's willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 17 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer Member shall have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director Manager or Officer shall be liable to the Company, Company or any other person or entity who has an interest in the Company, Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on the Members, Managers or Officers, as the case may be, by this Agreement, except that a Member, Manager or Officer shall be liable for any such loss, damage or claim incurred by reason of his, her, or its willful misconduct. To the fullest extent permitted by applicable law, each Member, Manager and Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Manager or Officer by reason of any act or omission performed or omitted by such Member, Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Manager or Officer by this Agreement, except that no Member, Director Manager or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Memberhim, Director her or Officer it by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer Member shall have any personal liability on account thereof. Notwithstanding any provision hereof to the contrary, any indemnification owed by the Company hereunder shall be fully subordinated to the Obligations and shall not constitute a claim against the Company in the event that cash flow is insufficient to pay such indemnification.

Exculpation and Indemnification. No Member, Director no Affiliate of a member, nor any Manager, Officer, employee or Officer agent of the Company (“Indemnified Party”) shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Member or Officer by this Agreement, except that a Memberunless such act or omission constituted bad faith, Director gross negligence, fraud or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest full extent permitted by applicable law, a Member, Director or Officer an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer an Indemnified Party by reason of any act or omission performed or omitted by such Member, Director or Officer an Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer an Indemnified Party by this Agreement, except that no Memberunless such act or omission constituted bad faith, Director gross negligence, fraud or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissionsmisconduct; provided, however, that any indemnity under this Section 18 16 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer Member shall have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director Member or Officer shall be liable ------------------------------- to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Member or Officer by this Agreement, except that a Member, Director Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s 's or Officer’s 's gross negligence or willful misconduct. To the fullest extent permitted by applicable law, a Member, Director Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director Member or Officer by reason of any act or omission performed or omitted by such Member, Director Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Member or Officer by this Agreement, except that no Member, Director Member or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director Member or Officer by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity -------- ------- under this Section 18 17 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer the Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director member of the Company or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director member of the Company or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director member or Officer by this Agreement, except that a Member, Director member of the Company or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s member's or Officer’s 's willful misconduct. To the fullest extent permitted by applicable law, a Member, Director member of the Company or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director member or Officer by reason of any act or omission performed or omitted by such Member, Director member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director member or Officer by this Agreement, except that no Member, Director member of the Company or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director member or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 20 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer member of the Company shall have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director Neither the Member nor any Manager or Officer shall be liable to the Company, Company or any other person or entity who has an interest in the Company, is bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Manager or Officer by this Agreement, except that a the Member, Director Manager or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, DirectorManager’s or Officer’s gross negligence or willful misconduct. To the fullest full extent permitted by applicable law, a Member, Director the Member and any Manager or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director Manager or Officer by reason of any act or omission performed or omitted by such Member, Director Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Manager or Officer by this Agreement, Agreement except that no Member, Director the Member and any Manager or Officer shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director Manager or Officer by reason of its/his/her gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 15 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer the Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director or Officer The Member and the officers shall not be liable to the Company, the Member or any other person or entity who or that has an interest in the Company, Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Member or such Member, Director or Officer officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on the Member or such Member, Director or Officer officer by this Agreement, except that a Member, Director the Member or Officer such officer shall be liable for any such loss, damage or claim incurred by reason of such the Member’s, Director’s or Officersuch officer’s gross negligence or willful misconduct. To the fullest full extent permitted by applicable law, a Member, Director the Member or Officer such officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by the Member or such Member, Director or Officer officer by reason of any act or omission performed or omitted by the Member or such Member, Director or Officer officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on the Member or such Member, Director or Officer officer by this Agreement, except that no Member, Director the Member or Officer such officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by the Member or such Member, Director or Officer officer by reason of gross negligence or willful misconduct with respect to such acts or omissions; , provided, however, that any indemnity under this Section 18 19 shall be provided out of and to the extent of Company assets only, and no Member, Director the Member or Officer such officer shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member, Officer or Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Officer or Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Officer or Director or Officer by this Agreement, except that a Member, Officer or Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s's, Officer's or Director’s 's gross negligence or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Officer or Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Officer or Director or Officer by reason of any act or omission performed or omitted by such Member, Officer or Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Officer or Director or Officer by this Agreement, except that no Member, Officer or Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Officer or Director or Officer by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 17 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer Member shall have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director Manager or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Manager or Officer by this Agreement, except that a Member, Director Manager or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, DirectorManager’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director Manager or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director Manager or Officer by reason of any act or omission performed or omitted by such Member, Director Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Member or Officer by this Agreement, except that no Member, Director Manager or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director Manager or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer Member shall have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director Member or Officer officer shall be liable to the Company, any Member or any other person or entity who or that has an interest in the Company, Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director Member or Officer officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Member or Officer officer by this Agreement, except that a Member, Director Member or Officer officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officerofficer’s gross negligence or willful misconduct. To the fullest full extent permitted by applicable law, a Member, Director Member or Officer officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director Member or Officer officer by reason of any act or omission performed or omitted by such Member, Director Member or Officer officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Member or Officer officer by this Agreement, except that no Member, Director Member or Officer officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director Member or Officer officer by reason of gross negligence or willful misconduct with respect to such acts or omissions; , provided, however, that any indemnity under this Section 18 17 shall be provided out of and to the extent of Company assets only, and no Member, Director Member or Officer officer shall have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director Manager or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Manager or Officer by this Agreement, except that a Member, Director Manager or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, DirectorManager’s or Officer’s gross negligence or willful misconduct. To the fullest extent permitted by applicable law, a Member, Director Manager or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director Manager or Officer by reason of any act or omission performed or omitted by such Member, Director . Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Manager or Officer by this Agreement, except that no Member, Director Manager or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director Manager or Officer by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 16 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer Member shall have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director Manager or Officer shall be liable to the Company, Company or any other person or entity Person who has an interest in the Company, Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director Manager or Officer in good faith on behalf of the Company and Company, in a manner which he reasonably believed to be in or not opposed to the best interests of the Company and within the scope of the authority conferred on such Member, Director Manager or Officer by this Agreement, except that a Member, Director Manager or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, DirectorManager’s or Officer’s willful misconduct. To the fullest full extent permitted by applicable law, a Member, Director Manager or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director Manager or Officer by reason of any act or omission performed or omitted by such Member, Director Manager or Officer in good faith on behalf of the Company and Company, in a manner which he reasonably believed to be in or not opposed to the best interests of the Company, and within the scope of the authority conferred on such Member, Director Manager or Officer by this Agreement, and, with respect to any criminal action or proceeding, such Member, Manager or Officer had no reasonable cause to believe his conduct was unlawful, except that no Member, Director Manager or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director Manager or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 6.5 shall be provided out of and to the extent of Company assets only, and no the Member, Director or Manager and Officer shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 19 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof. Rights to indemnification under this Section are intended as in addition to, and not a limitation upon, the indemnification described in Sections 86.411 through 86.451 of the Act, as such may be amended from time to time.

Exculpation and Indemnification. No Membermember, Director Manager or Officer shall be liable to the Company, Company or any other person or entity who has an interest in the Company, Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Membermember, Director Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director member or Officer by this Agreement, except that a Membermember, Director Manager or Officer shall be liable for any such loss, damage or claim incurred by reason of such Membermember’s, DirectorManager’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Membermember, Director Manager or Officer shall be entitled to indemnification and advancement of expenses (including attorneys’ fees) from the Company for any loss, damage or claim incurred by such Membermember, Director Manager or Officer by reason of any act or omission performed or omitted by such Membermember, Director Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Membermember, Director Manager or Officer by this Agreement, except that no Membermember, Director Manager or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Membermember, Director Manager or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 provided hereunder shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director Management Board member or Officer shall be liable to the Company, or any other person or entity who has an interest in the Companybound by this Agreement, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director Management Board member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Management Board member or Officer by this Agreement, except that a Member, Director Management Board member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, DirectorManagement Board member’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director Management Board member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director Management Board member or Officer by reason of any act or omission performed or omitted by such Member, Director Management Board member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Management Board member or Officer by this Agreement, except that no Member, Director Management Board member or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director Management Board member or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer Member shall have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s's, Director’s 's or Officer’s 's willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; providedPROVIDED, howeverHOWEVER, that any indemnity under this Section 18 17 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer Member shall have personal liability on account thereof.

Exculpation and Indemnification. No Member, Neither the Member nor any Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 16 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer Member shall have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director Manager or Officer officer shall be liable to the Company, any Member or any other person or entity who or that has an interest in the Company, Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director Manager or Officer officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Manager or Officer officer by this Agreement, except that a the Member, Director Manager or Officer officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s its gross negligence or Officer’s willful misconduct. To the fullest full extent permitted by applicable law, a each Member, Director or Officer Manager and officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director Manager or Officer officer by reason of any act or omission performed or omitted by such Member, Director Manager or Officer officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Manager or Officer officer by this Agreement, except that no Member, Director Manager or Officer officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director Manager or Officer officer by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 19 shall be provided out of and to the extent of Company assets only, and no Member, Director Manager or Officer officer shall have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director Manager or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Manager or Officer by this Agreement, except that a Member, Director Manager or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s's, Director’s Manager's or Officer’s 's gross negligence or willful misconduct. To the fullest extent permitted by applicable law, a Member, Director Manager or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director Manager or Officer by reason of any act or omission performed or omitted by such Member, Director Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Manager or Officer by this Agreement, except that no Member, Director Manager or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director Manager or Officer by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 19 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof.

Exculpation and Indemnification. a. No Member, Director or Officer other member, if any, director and/or officer, shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer other member, if any, director and/or officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer other member, if any, director and/or officer by this Agreement, except that a the Member, Director or Officer other member, if any, director and/or officer shall be liable for any such loss, damage or claim incurred by reason of such Member’shis, Director’s her or Officer’s its willful misconduct. To the fullest extent permitted by applicable law, a the Member, Director other member, if any, or Officer person who is or was a director and/or officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such the Member, Director other member, if any, or Officer person who is or was a director and/or officer by reason of any act or omission performed or omitted by such the Member, Director or Officer other member, if any, director and/or officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such the Member, Director other member, if any, or Officer person who is or was a director and/or officer by this AgreementAgreement or any resolution of the Member or of the Board of Directors, except that no Member, Director other member, if any, or Officer person who is or was a director and/or officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer other member, if any, and/or officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 15 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer member shall have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, ; Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreement, except that no Member, Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer shall have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director or Officer Neither the Member nor any officer shall be liable to the Company, the Member or any other person or entity who or that has an interest in the Company, Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director Member or Officer officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Member or Officer officer by this Agreement, except that a Member, Director the Member or Officer officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officerofficer’s gross negligence or willful misconduct. To the fullest full extent permitted by applicable law, a Member, Director the Member or Officer officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director Member or Officer officer by reason of any act or omission performed or omitted by such Member, Director Member or Officer officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Member or Officer officer by this Agreement, except that no Member, Director or Officer neither the Member nor any officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer the Member by reason of gross negligence or willful misconduct with respect to such acts or omissions; , provided, however, that any indemnity under this Section 18 19 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer neither the Member nor any officer shall have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director Manager or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director . Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Manager or Officer by this Agreement, except that a Member, Director Manager or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, DirectorManager’s or Officer’s gross negligence or willful misconduct. To the fullest extent permitted by applicable law, a Member, Director Manager or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director Manager or Officer by reason of any act or omission performed or omitted by such Member, Director Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Manager or Officer by this Agreement, except that no Member, Director Manager or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director Manager or Officer by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 16 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer Member shall have personal liability on account thereof.

Exculpation and Indemnification. No Member, Officer or Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Officer or Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Officer or Director or Officer by this Agreement, except that a Member, Officer or Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Officer’s or Director’s gross negligence or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Officer or Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Officer or Director or Officer by reason of any act or omission performed or omitted by such Member, Officer or Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Officer or Director or Officer by this Agreement, except that no Member, Officer or Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Officer or Director or Officer by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 17 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer Member shall have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director or Officer Member shall be liable to the Company, or to any other person or entity who has an interest in the Company, Members for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member in good faith in connection with the formation of the Company or on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member by this Agreement, except that a Member shall be liable for any such loss, damage or claim incurred by reason of such Member's gross negligence or willful misconduct. To the full extent permitted by applicable law, Director each Member shall be entitled to indemnification from the Company for any loss, damage or Officer claim incurred by such Member by reason of any act or omission performed or omitted by such Member in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer Member by this AgreementAgreement and for expenses actually and reasonably incurred in connection with the defense of a civil or criminal action, except that suit or proceeding in which the Member is made a Member, Director or Officer shall be liable for any such loss, damage or claim incurred party by reason of such Member’s, Director’s being or Officer’s willful misconduct. To the fullest extent permitted by applicable law, having been a Member, Director member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director or Officer by reason of any act or omission performed or omitted by such Member, Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or Officer by this Agreementmanager, except that no Member, Director or Officer Member shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director or Officer Member by reason of gross negligence or willful misconduct with respect to such acts or omissionsomissions or in respect of such expenses for any matter as to which the Member is adjudged in the action, suit or proceeding to be liable for negligence or misconduct in the performance of duty; provided, however, that any indemnity obligation under this Section 18 13 shall be provided out of and subordinate to all indebtedness owing under the extent of Company assets only, Transaction Documents Agreements and no Member, Director or Officer Member shall have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director Member or Officer Manager shall be liable to the Company, any other Member or any other person or entity who has an interest in the Company, Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director Member or Officer Manager in good faith on behalf of the Company and in a manner such Member or Manager reasonably believed to be within the scope of the authority conferred on such Member, Director Member or Officer Manager by this Operating Agreement, except that a Member, Director Member or Officer Manager shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or OfficerManager’s gross negligence or willful misconduct. To the fullest full extent permitted by applicable law, a Member, Director Member or Officer Manager shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director Member or Officer Manager by reason of any act or omission performed or omitted by such Member, Director Member or Officer Manager in good faith on behalf of the Company and in a manner which such Member or Manager reasonably believed to be within the scope of the authority conferred on such Member, Director Member or Officer Manager by this Operating Agreement, except that no Member, Director Member or Officer Manager shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director Member or Officer Manager by reason of gross negligence or willful misconduct with respect to such acts or omissionsmisconduct; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer Member shall have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director Neither the Member nor any Manager or Officer shall be liable to the Company, Company or any other person or entity who has an interest in the Company, is bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Manager or Officer by this Agreement, except that a the Member, Director Manager or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, DirectorManager’s or Officer’s gross negligence or willful misconduct. To the fullest full extent permitted by applicable law, a Member, Director the Member and any Manager or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director Manager or Officer by reason of any act or omission performed or omitted by such Member, Director Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Manager or Officer by this Agreement, except that no Member, Director the Member and any Manager or Officer shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director Manager or Officer by reason of its/his/her gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 15 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer the Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director Manager or Officer shall be liable to the Company, or to any other person or entity who that has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Manager or Officer by this Agreement, except that a Member, Director Manager or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s's, Director’s Manager's or Officer’s 's willful misconduct. To the fullest full extent permitted by applicable law, a Member, Director Manager or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director Manager or Officer by reason of any act or omission performed or omitted by such Member, Director Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Manager or Officer by this Agreement, except that no Member, Director Manager or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director Manager or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 17 shall be provided out of and to the extent of Company assets only, and no the Member, Director Manager or Officer shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member, Officer or Director or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Officer or Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Officer or Director or Officer by this Agreement, except that a Member, Officer or Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s's, Officer's or Director’s 's gross negligence or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Officer or Director or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Officer or Director or Officer by reason of any act or omission performed or omitted by such Member, Officer or Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Officer or Director or Officer by this Agreement, except that no Member, Officer or Director or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Officer or Director or Officer by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer Member shall have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director or Neither the Member nor any Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Member or Officer by this Agreement, except that a Member, Director the Member or an Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member, Director the Member or an Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director Member or Officer by reason of any act or omission performed or omitted by such Member, Director Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Member or Officer by this Agreement, except that no Member, Director or neither the Member nor any Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director Member or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 13 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer the Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No MemberTo the fullest extent permitted by law, Director or neither the Manager nor the Member nor any Officer shall be liable to the Company, Company or any other person or entity who has an interest in the Company, is bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Manager or Officer by this Agreement, except that a the Member, Director the Manager or an Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s's, Director’s Manager's or Officer’s 's willful misconduct. ” To the fullest full extent permitted by applicable law, a the Member, Director or Officer the Manager and the Officers shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director Manager or Officer Officers by reason of any act or omission performed or omitted by such Member, Director Manager or Officer Officers in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Manager or Officer Officers by this Agreement, except that no Memberthe Manager, Director the Member or any Officer shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director Manager or Officer by reason of its willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer the Member shall not have personal liability on account thereof.

Exculpation and Indemnification. (a) No Member, Director Member or Officer Manager shall be liable to the Company, any other Member or Manager, or any other person or entity who has an interest in the Company, Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director Member or Officer Manager in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Member or Officer Manager by this Agreement, except that a Member, Director Member or Officer Manager shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s 's or Officer’s Manager's gross negligence or willful misconduct. To the fullest full extent permitted by applicable law, a Member, Director Member or Officer Manager shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director Member or Officer Manager by reason of any act or omission performed or omitted by such Member, Director Member or Officer Manager in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Member or Officer Manager by this Agreement, except that no Member, Director Member or Officer Manager shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director Member or Officer Manager by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 15 shall be provided out of and to the extent of Company assets only, and no Member, Director Member or Officer Manager shall have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director Member or Officer shall be ------------------------------- liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Member or Officer by this Agreement, except that a Member, Director Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s 's or Officer’s 's gross negligence or willful misconduct. To the fullest extent permitted by applicable law, a Member, Director Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director Member or Officer by reason of any act or omission performed or omitted by such Member, Director Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Member or Officer by this Agreement, except that no Member, Director Member or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director Member or Officer by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any -------- ------- indemnity under this Section 18 17 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer the Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member, Director Director, or Officer shall be liable to the Company, Company or any other person or entity who has an interest in the Company, Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director Director, or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Director, or Officer by this Agreement, except that a Member, Director or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Director’s ’s, or Officer’s willful misconduct. To the fullest full extent permitted by applicable law, a Member, Director Director, or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Director Director, or Officer by reason of any act or omission performed or omitted by such Member, Director Director, or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Director, or Officer by this Agreement, except that no Member, Director Director, or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Director Director, or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 16 shall be provided out of and to the extent of Company assets only, and no Member, Director or Officer the Member shall not have personal liability on account thereof.