
# Indemnification; Reimbursement of Expenses; Insurance

To the fullest extent permitted by law, and subject to the limitations set
forth in this Section, and with, in each case, the Board Of Directors
prior approval: 

* the Company may (at the Members sole discretion) indemnify any or each Director
for any Adverse Consequences 
that a Director may suffer including, but not limited to, any
Director who, is to be made a party to any pending or
completed action, suit or proceeding ("**Proceeding**"), any appeal
therein, or any inquiry or investigation preliminary thereto, solely by
reason of the fact that he or she is or was a Director, Member and was
acting within scope of duties or under the authority of the Company and
was not in breach of agreements or violating fiduciary responsibility 
as determned by the Members;

* the Company may (at the Members sole discretion) pay a Director for expenses incurred by him or her:

(1) in advance of any deposition of a Proceeding to which such Director is a party, and

(2) in connection with his or her appearance as a witness or other participation in any Proceeding. 

Such indemnification may also include counsel fees. 

The Company may indemnify and advance expenses to an employee or agent of the Company to
the same extent and subject to the same conditions under which it may
indemnify and advance expenses to the Director or Members under the
preceding sentence. 

The provisions of this Section shall not be exclusive of any other right 
under any law, provision of the Certificate or this Agreement, or otherwise.

Notwithstanding the foregoing, this indemnity shall not apply to actions constituting :

* gross negligence

* simple negligence

* willful misconduct 

* bad faith

* involving a material or fiduciary breach of this Agreement or the duties set forth herein,

* any other reason in the Members and/or Board Of Directors discretion
which reason, in the Board Of Directors or Members reasonable opinion, causes a substantial
loss to the Company.

## Option to Purchase Insurance

The Company may purchase and maintain insurance to protect itself and any
Director, Member, employee or agent of the Company, whether or not the
Company would have the power to indemnify such Person under this Section.

## Limits of Coverage

This indemnification obligation shall be limited to $1,000.00 and no Member 
shall be required to make a Capital Contribution in respect thereof.
