To the fullest extent permitted by applicable law, the Member (irrespective of the capacity in
which it acts) shall be entitled to indemnification from the Company for any loss, damage or
claim incurred by the Member by reason of any act or omission (whether or not constituting
negligence or gross negligence) performed or omitted and any other Covered Person shall be
entitled to indemnification from the Company for any loss, damage or claim incurred by that
Covered Person by reason of any act or omission (whether or not constituting negligence)
performed or omitted by that Covered Person in good faith and in a manner reasonably believed
to be within the scope of authority conferred on that Covered Person by this Agreement, except
that no Covered Person (other than the Member, irrespective of the capacity in which it acts)
shall be entitled to be indemnified in respect of any loss, damage or claim incurred by that
Covered Person by reason of gross negligence and no Covered Person (including the Member)
shall be entitled to be indemnified in respect of any loss, damage or claim incurred by that
Covered Person by reason of willful misconduct with respect to those acts or omissions; but any
indemnity under this Section 15 shall be provided out of and to the extent of Company assets
only, and no Covered Person shall have any personal liability on account thereof.
15.4 EXPENSES
To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a
Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to
time, be advanced by the Company before the final disposition of the claim, demand, action, suit
or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered
Person to repay that amount if it shall be determined that the Covered Person is not entitled to be
indemnified under this Section 15.
15.5 INDEMNITY CONTRACTS
A Manager and the Company may enter into indemnity contracts with any Covered Person and
adopt written procedures pursuant to which arrangements are made for the advancement of
expenses and the funding of obligations under this Section 15 and containing other procedures
regarding indemnification as are appropriate.
15.6 INSURANCE
The Company may purchase and maintain insurance, to the extent and in amounts the Manager
shall, in his, her or their sole discretion, deem reasonable, on behalf of Covered Persons and
other persons or entities as the Manager shall determine, against any liability that may be
asserted against or expenses that may be incurred by that person or entity in connection with the
activities of the Company, regardless of whether the Company would have the power to
indemnify that person or entity against the liability under this Agreement.
16. OUTSIDE BUSINESS
The Member or any Affiliate thereof may engage in or possess an interest in any business
venture of any nature or description, independently or with others, similar or dissimilar to the
business of the Company, and the Company and the Member shali have no rights by virtue of
{RIGAITL.Z 87989-07200) 10
