Common use of Exculpation and Indemnification Clause in Contracts

Exculpation and Indemnification. (a) Neither the Member nor the Special Member nor any Officer, Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Sole Member or the Special Member (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, be personally liable to the Company or any other Person that is a party to or is otherwise bound by this Agreement, for any loss, damage or claim incurred by reason of any act taken or omission made by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither To the fullest extent permitted by applicable law, neither the Member nor the Special Member Members nor any Officer, Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Sole Member or the Special Member Members (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, shall be personally liable to the Company or any other Person that is a party to who has an interest in or is otherwise bound by this Agreement, claim against the Company for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither To the fullest extent permitted by applicable law, neither the Member nor the Special Member Members nor any Officer, Director, Independent Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Sole Member or the Special Member foregoing (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, shall be personally liable to the Company or any other Person that who is a party to or is otherwise bound by this Agreement, Agreement for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither To the Member nor fullest extent permitted by applicable law, none of the Member, the Special Member nor Members, or any Officer, Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Sole Member or the Special Member Members (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, shall be personally liable to the Company or any other Person that who is a party to or is otherwise bound by this Agreement, Agreement for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither the Member nor the a Special Member Member, if any, nor any Officer, Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Sole Member or the Special Member Members, if any (collectively, the “Covered Persons”) shall), to the fullest extent permitted by law, shall be personally liable to the Company or any other Person that is a party to who has an interest in or is otherwise bound by this Agreement, claim against the Company for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither To the fullest extent permitted by law, neither the Member nor the Special Member nor or Manager or any Officer, Directorofficer, employee or agent of the Company nor any employee, officer, director, partner, representative, agent or Affiliate of the Sole Member or the Special Member Manager (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, shall be personally liable to the Company or any other Person that who is a party to or is otherwise bound by this Agreement, Agreement for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence negligence, fraud or willful misconduct.

Exculpation and Indemnification. (a) Neither the Member nor the Special Member nor any Officer, Director, employee or agent of the Company nor any and no employee, representative, agent or Affiliate of the Sole Member or the Special Member (collectively, the “"Covered Persons”") shall, to the fullest extent permitted by law, be personally liable to the Company or any other Person that is a party to or is otherwise bound by this Agreement, Agreement for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence 's knowing violation of law or willful misconduct.

Exculpation and Indemnification. (a) Neither the Member nor the Special Member Members nor any Officer, DirectorManager, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Sole Member or the Special Member Members (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, be personally liable to the Company or any other Person that is a party to who has an interest in or is otherwise bound by this Agreement, claim against the Company for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither the Member nor the a Special Member Member, if any, nor any Officer, Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Sole Member or the a Special Member Member, if any (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, shall be personally liable to the Company or any other Person that is a party to who has an interest in or is otherwise bound by this Agreement, claim against the Company for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither the Member nor the Special Member nor any Officer, Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Sole Member or the Special Member (collectively, the “"Covered Persons”") shall, to the fullest extent permitted by law, be personally liable to the Company or any other Person that is a party to or is otherwise bound by this Agreement, Agreement for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s 's gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither the Member nor the Special Member nor any Officer, Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Sole Member or the Special Member (collectively, the “"Covered Persons”") shall, to the fullest extent permitted by law, be personally liable to the Company or any other Person that is a party to or is otherwise bound by this Agreement, Agreement for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s 's gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither the Member nor the Special Member nor any Officer, Director, employee or agent of the Company nor any and no employee, representative, agent or Affiliate of the Sole Member or the Special Member (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, be personally liable to the Company or any other Person that is a party to or is otherwise bound by this Agreement, Agreement for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither To the fullest extent permitted by law, neither the Member nor the Special Member nor any Officer, Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Sole Member or the Special Member (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, shall be personally liable to the Company or any other Person that is a party to who has an interest in or is otherwise bound by this Agreement, claim against the Company for any loss, damage damage, or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither the Member nor the Special Member nor any Officer, Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Sole Member or the Special Member (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, be personally liable to the Company or any other Person that is a party to or is otherwise bound by this Agreement, for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither the Member nor the Special Member nor any Officer, Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Sole Member or the Special Member (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, be personally liable to the Company or any other Person that is a party to or is otherwise bound by this Agreement, for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither To the fullest extent permitted by applicable law, neither the Member nor the Special Member Members nor any Officer, Director, Independent Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of any of the Sole Member or the Special Member foregoing (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, shall be personally liable to the Company or any other Person that is a party to who has an interest in or is otherwise bound by this Agreement, claim against the Company for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither the Member nor the Special Member nor any Officer, Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Sole Member or the Special Member (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, be personally liable to the Company or any other Person that is a party to or is otherwise bound by this Agreement, Agreement for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s 's gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither the Member Members, nor the Special Member Members nor any Officer, Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Sole Member or the Special Member Members (collectively, the “Covered Persons”"COVERED PERSONS") shall, to the fullest extent permitted by law, be personally liable to the Company or any other Person that who is a party to or is otherwise bound by this Agreement, Agreement for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s 's gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither To the fullest extent permitted by applicable law, neither the Member nor the any Special Member nor any Officer, Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Sole Member or the any Special Member (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, shall be personally liable to the Company or any other Person that is a party to who has an interest in or is otherwise bound by this Agreement, claim against the Company for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither Unless specifically set forth herein, to the Member nor the Special Member nor any Officerfullest extent permitted by applicable law, no Member, officer, Director, employee or agent of the Company nor any and no officer, director, employee, representativeRepresentative, agent or Affiliate of the Sole Member or the Special any Member (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, shall be personally liable to the Company or any other Person that who is a party to or is otherwise bound by this Agreement, Agreement for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s fraud, gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither To the fullest extent permitted by law, neither the Member nor the Special Member nor any Officer, Director, employee employee, administrator or agent of the Company nor any employee, representative, agent or Affiliate of the Sole Member or the Special Member (collectively, the “"Covered Persons”") shall, to the fullest extent permitted by law, shall be personally liable to the Company or any other Person that is a party to who has an interest in or is otherwise bound by this Agreement, claim against the Company for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s 's fraud, gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither To the Member nor fullest extent permitted by applicable law, none of the Member, the Managers, the Officers, the Special Member nor Members, the Independent Managers or any Officerofficer, Directordirector, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Sole Member or the Special Member foregoing (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, shall be personally liable to the Company or any other Person that who is a party to or is otherwise bound by this Agreement, Agreement for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner mam1er reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither the Member nor the Special Member nor any Officer, Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Sole Member or the Special Member (collectively, the “"Covered Persons”") shall, to the fullest extent permitted by law, be personally liable to the Company or any other Person that is a party to or is otherwise bound by this Agreement, for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s 's gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither To the fullest extent permitted by applicable law, neither the Member nor the Special Member Members nor any Officer, Director, Independent Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of any of the Sole Member or the Special Member foregoing (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, shall be personally liable to the Company or any other Person that is a party to or is otherwise bound by this Agreement, Agreement for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence (or, in the case of an Independent Director, Special Member or their respective Affiliates, bad faith) or willful misconduct.

Exculpation and Indemnification. (a) Neither None of the Member nor Member, the Special Member nor or any Officer, DirectorManager, employee or agent of the Company nor or any employee, representative, agent or Affiliate of the Sole Member Member, Manager or the Special Member (collectively, the “"Covered Persons”") shall, to the fullest extent permitted by law, be personally liable to the Company or any other Person that is a party to or is otherwise bound by this Agreement, Agreement for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s 's gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither the Member nor the Special Member Members nor any Officer, Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Sole Member or Members nor any member of the Special Member board of directors of the REIT (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, be personally liable to the Company or any other Person that who is a party to or is otherwise bound by this Agreement, Agreement for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s 's gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither Unless specifically set forth herein, to the Member nor the Special Member nor any Officerfullest extent permitted by applicable law, Directorno Member, officer, Manager, employee or agent of the Company nor any and no officer, director, employee, representative, agent or Affiliate of the Sole Member or the Special any Member (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, shall be personally liable to the Company or any other Person that who is a party to or is otherwise bound by this Agreement, Agreement for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither the Member nor the Special Member nor any Officer, Director, employee or agent of the Company nor any and no employee, representative, agent or Affiliate of the Sole Member or the Special Member (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, be personally liable to the Company or any other Person that is a party to or is otherwise bound by this Agreement, Agreement for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence knowing violation of law or willful misconduct.

Exculpation and Indemnification. (a) Neither To the fullest extent permitted by applicable law, neither the Member nor the Special Member Members nor any Officer, Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Sole Member or the Special Member Members (collectively, the “"Covered Persons”") shall, to the fullest extent permitted by law, shall be personally liable to the Company or any other Person that who is a party to or is otherwise bound by this Agreement, Agreement for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s 's gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither the Member nor Member, the Special Member nor Member, the Independent Manager, any Officer, Director, nor any employee or agent of the Company nor any and no employee, representative, agent or Affiliate of the Sole Member or the Special Member (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, be personally liable to the Company or any other Person that is a party to or is otherwise bound by this Agreement, Agreement for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither the Member nor the Special Member Members nor any Officer, DirectorManager, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Sole Member or the Special Member Members (collectively, the “"Covered Persons”") shall, to the fullest extent permitted by law, be personally liable to the Company or any other Person that is a party to who has an interest in or is otherwise bound by this Agreement, claim against the Company for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s 's gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither the Member nor the Special Member Members nor any Officer, Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Sole Member or the any Special Member (collectively, the “"Covered Persons”") shall, to the fullest extent permitted by law, be personally liable to the Company or any other Person that is a party to or is otherwise bound by this Agreement, Agreement for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s 's gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither the Member nor the Special Member nor any No Member, manager, Officer, Director, employee or agent of the Company nor and no affiliate, equityholder, director, manager, officer, employee or agent of any employee, representative, agent or Affiliate of the Sole Member or the Special Member foregoing (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, shall be personally liable to the Company Company, any Member or any other Person that person or entity who is a party to or is otherwise bound by this Agreement, Agreement for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Personthe Member’s gross negligence or willful misconductmisconduct with respect to such acts or omissions.

Exculpation and Indemnification. (a) Neither the Member nor the Special Member Member, nor any Officerofficers, Directordirectors, employee stockholders, partners, employees, affiliates, representatives or agents of the Member, or any officer, employee, representative or agent of the Company nor any employeeCompany, representativeif any, agent or Affiliate of the Sole Member or the Special Member (collectively, the “"Covered Persons”Person") shall, to the fullest extent permitted by law, shall be personally liable to the Company or any other Person that person or entity who is a party to or is otherwise bound by this Agreement, Agreement for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such the 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 the Covered Person by this Agreement, except that a the Covered Person shall be liable for any such loss, damage or claim incurred by reason of such the Covered Person’s 's gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither the Member nor the Special Member nor any Officer, Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Sole Member or the Special Member (collectively, the “"Covered Persons”") shall, to the fullest extent permitted by law, be personally liable to the Company or any other Person that is a party to or is otherwise bound by this Agreement, for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s 's gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither To the fullest extent permitted by law, neither the Member nor the Special Member nor or Manager, or any Officer, Directorofficer, employee or agent of the Company nor any employee, officer, director, partner, representative, agent or Affiliate of the Sole Member or the Special Member Manager (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, shall be personally liable to the Company or any other Person that who is a party to or is otherwise bound by this Agreement, Agreement for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence negligence, fraud or willful misconduct.

Exculpation and Indemnification. (a) Neither To the fullest extent permitted by applicable law, neither the Class A Member nor the Special Member nor any Officer, Director, employee or agent of the Company Manager nor any Officer nor any officer, director, employee, representative, agent or Affiliate of the Sole Member or the Special Member foregoing (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, shall be personally liable to the Company or any other Person that who is a party to or is otherwise bound by this Agreement, Agreement for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither To the fullest extent permitted by law, neither the Managing Member nor the Special Member nor any Officer, Director, Independent Manager nor any employee or agent of the Company nor any employee, representative, agent or Affiliate of the Sole Managing Member, a Special Member or the Special Member Independent Manager (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, shall be personally liable to the Company or any other Person that is a party to or is otherwise bound by this Agreement, Agreement for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that that· a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence (or, in the case of an Independent Manager, bad faith) or willful misconduct.

Exculpation and Indemnification. (a) Neither the Member nor the Special Member nor any Officer, Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Sole Member or the Special Member (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, be personally liable to the Company or any other Person that is a party to or is otherwise bound by this Agreement, Agreement for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither the Member nor any Officer, Manager, employee, representative, agent, or Affiliate of the Special Member Company nor any Officer, Director, employee or agent of the Company nor any Manager, general partner, employee, representative, agent agent, or Affiliate of the Sole Member or the Special Member (each a “Covered Person” or collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, will be personally liable to the Company or any other Person that is a party to who has an interest in or is otherwise bound by this Agreement, claim against the Company for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall will be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither To the Member nor fullest extent permitted by applicable law, neither the Special Member Members, the Manager, OCI, BR, the members of OCI or BR, nor any Officerofficer, Directormanager, employee or agent of the Company nor any director, employee, representative, agent or Affiliate of the Sole Member or the Special Member foregoing (collectively, the “"Covered Persons”") shall, to the fullest extent permitted by law, shall be personally liable to the Company or any other Person that who is a party to or is otherwise bound by this Agreement, Agreement for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s 's gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither the Member nor Member, the Special Member Manager, nor any Officer, Director, employee or agent of the Company nor any employee, representative, agent agent, member, manager or Affiliate of the Sole Member or the Special Member Manager (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, be personally liable to the Company or any other Person that is a party to or is otherwise bound by this Agreement, for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s fraud, gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither the Member Members, nor the Special Member Members nor any Officer, Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Sole Member or the Special Member Members (collectively, the “"Covered Persons”") shall, to the fullest extent permitted by law, be personally liable to the Company or any other Person that who is a party to or is otherwise bound by this Agreement, Agreement for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s 's gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither To the fullest extent permitted by law, neither the Initial Member nor the Special Member Members nor any Officer, Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Sole Initial Member or the Special Member Members (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, shall be personally liable to the Company or any other Person that is a party to who has an interest in or is otherwise bound by this Agreement, claim against the Company for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this AgreementAgreement (any such loss, damage or claim, a “Loss”), except that a Covered Person shall be liable for any such loss, damage or claim Loss incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither None of the Member nor the Special Member nor Member, any Officer, Director, any employee or any agent of the Company nor Company, or any employee, representative, agent or Affiliate of the Sole Member or the Special Member (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, be personally liable to the Company or any other Person that is a party to or is otherwise bound by this Agreement, for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither the Member nor Members, the Special Member Managers, nor any Officer, Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Sole Member Members or the Special Member Managers (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, be personally liable to the Company or any other Person that is a party to or is otherwise bound by this Agreement, for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither the Member nor the Special Member nor any Officer, Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Sole Member or the Special Member (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, be personally liable to the Company or any other Person that is a party to or is otherwise bound by this Agreement, Agreement for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither None of the Class A Member, the Class B Member nor the Special Member nor or any Officer, Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Sole Class A Member or the Special Class B Member (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, shall be personally liable to the Company or any other Person that is a party to or is otherwise bound by this Agreement, Agreement for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed by such Covered Person to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither the Member nor the any Special Member nor any Officer, Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Sole Member or the any Special Member (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, be personally liable to the Company or any other Person that is a party to or is otherwise bound by this Agreement, Agreement for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Exculpation and Indemnification. (a) Neither To the Member nor fullest extent permitted by law, neither the Special Member Members nor any Manager, Officer, Director, employee or agent of the Company Company, nor any employee, representative, agent or Affiliate of the Sole Member or the Special Member Members (collectively, the “"Covered Persons”") shall, to the fullest extent permitted by law, shall be personally liable to the Company or any other Person that is a party to or is otherwise bound by this Agreement, Agreement for any loss, damage or claim incurred by reason of any act taken or omission made performed or omitted by such 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence 's fraud, willful misconduct or willful misconducta knowing violation of applicable law.