Common use of Indemnification of the Managing Member Clause in Contracts

Indemnification of the Managing Member. (a) Subject to Section 5.5(b), the Company, its receiver, or its trustee (in the case of its receiver or trustee, to the extent of the Company’s assets) shall indemnify, save harmless, and pay any and all reasonable out-of-pocket expenses incurred by the Managing Member or any officers, directors, employees, or agents (each, a “Managing Member Indemnitee”) of the Managing Member in connection with (i) the performance under this Agreement of its obligations as the manager of the Company, or (ii) for any extraordinary liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever by reason of any act performed or omitted to be performed by the Managing Member Indemnitee in connection with the business of the Company including attorneys’ fees incurred by a Managing Member Indemnitee, in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred; provided that any payment for indemnification owed by the Company to such Managing Member Indemnitee shall be subordinate in right of payments to the payment in full of the Limited Member Preferred Return and any amount owing or distributable to the Limited Members upon any liquidation of the Company. (b) Section 5.5(a) shall be enforced only to the maximum extent permitted by law and no Managing Member Indemnitee shall be indemnified (i) for any liability for the fraud, bad faith, willful misconduct, gross negligence, or failure to perform in accordance with this Agreement, of itself or any of its Affiliates, (ii) for any Taxes or (iii) for any expenses, obligations, losses, damages, penalties, actions, judgments, suits, costs or disbursements arising from or in connection with any matter described in clause (d), (e) or (f) in Section 14.1. (c) Notwithstanding anything to the contrary in this Agreement, in no event will any indemnification obligation of the Company or a receiver or trustee to indemnify, save harmless, or pay all Expenses set forth in this Section 5.5 subject any Member to personal liability.

Indemnification of the Managing Member. (a) Subject to Unless otherwise provided in Section 5.5(b5.4(d), the Company, its receiver, or its trustee (in the case of its receiver or trustee, to the extent of the Company’s assetsProperty) shall indemnify, save harmless, and pay any and all reasonable out-of-pocket expenses incurred by Expenses of the Managing Member Member, or any officers, directors, employees, officers or agents (each, a “Managing Member Indemnitee”) directors of the Managing Member in connection with (i) the performance under this Agreement of its obligations as the manager of the Company, relating to any Liability or (ii) for any extraordinary liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever damage incurred by reason of any act performed or omitted to be performed by the Managing Member Indemnitee or its officers or directors in connection with the business of the Company Company, including attorneys’ fees incurred by a the Managing Member Indemnitee, or its officers or directors in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred; provided that any payment for indemnification owed , including all such Liabilities under federal and state securities laws (including the Securities Act) as permitted by the Company to such Managing Member Indemnitee shall be subordinate in right of payments to the payment in full of the Limited Member Preferred Return and any amount owing or distributable to the Limited Members upon any liquidation of the Companylaw. (b) Unless otherwise provided in Section 5.5(a5.4(d), in the event of any action by a Member against the Managing Member, the Company shall indemnify, save harmless, and pay all Expenses of the Managing Member, incurred in the defense of such action, if the Managing Member is successful in such action. (c) Unless otherwise provided in Section 5.4(d), the Company shall indemnify, save harmless, and pay all Expenses of the Managing Member, if for the benefit of the Company and in accordance with this Agreement the Managing Member makes any deposit, acquires any option, or makes any other similar payment or assumes any obligation in connection with any property proposed to be acquired by the Company and suffers any financial loss as the result of such action. (d) Sections 5.4(a), 5.4(b), and 5.4(c) will be enforced only to the maximum extent permitted by law and no the Managing Member Indemnitee shall will not be indemnified (i) from any Liability for any liability for the fraud, bad faithfaith (determined in a manner consistent with and taking into account the provisions of Section 1.9(d)), willful intentional misconduct, gross negligence, or a failure to perform in accordance with this Agreement or the Master Formation Agreement, of itself or any of its Affiliates, (ii) for any Taxes or (iii) for any expenses, obligations, losses, damages, penalties, actions, judgments, suits, costs or disbursements arising from or in connection with any matter described in clause (d), . (e) or (f) The indemnities provided for in this Section 14.15.4 will survive the Transfer of any Interest in the Company and the liquidation of the Company. (cf) Notwithstanding anything to the contrary in this Agreement, in no event will any indemnification obligation of the Company or a receiver or trustee to indemnify, save harmless, or pay all Expenses set forth in this Section 5.5 5.4 subject any Member to personal liabilityliability for the obligations of the Company.

Indemnification of the Managing Member. The Company shall indemnify and hold harmless the Managing Member, its stockholders, each of their respective Affiliates, including IFG and its Affiliates, and each of the directors, officers, stockholders, partners, employees, counsel, agents, and control persons, if any, of each of the foregoing (a) Subject to Section 5.5(beach, an "Indemnitee"), from and against any and all losses, liabilities, or damages incurred or suffered, and any and all expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement incurred or suffered, by any Indemnitee as a result of any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, related in whole or in part to the activities of the Company (including, without limitation, the activities of such Indemnitee as a director, officer, stockholder, partner, employee, counsel, agent, or control persons of any other entity, as follows: 6.7.1 An Indemnitee shall be indemnified hereunder for any loss, liability, damage, expense, judgment, fine, or amount paid in settlement incurred or suffered by it as a result of any action, suit, or proceeding arising in whole or in part out of any action that such Indemnitee took or omitted to take related to the activities of the Company, its receiver, or its trustee (in the case of its receiver or trustee, to the extent of the Company’s assets) shall indemnify, save harmless, and pay any and all reasonable out-of-pocket expenses incurred by the Managing Member or any officers, directors, employees, or agents (each, a “Managing Member Indemnitee”) of the Managing Member in connection with unless (i) such Indemnitee is determined in a final decision of a court of competent jurisdiction, which decision is not subject to review or appeal, to have taken or omitted to take such action in bad faith or in a manner that such Indemnitee did not reasonably believe to be in or not opposed to the performance under this Agreement of its obligations as the manager best interests of the Company, or (ii) for any extraordinary liabilitiesif the Indemnitee is the Managing Member, obligationssuch action or omission is determined in a final decision of a court of competent jurisdiction, losseswhich decision is not subject to review or appeal, damagesto constitute fraud, penalties, actions, judgments, suits, costs, expenseswillful misconduct, or disbursements of any kind or nature whatsoever by reason of any act performed or omitted to be performed gross negligence by the Managing Member Indemnitee in connection with the business performance of its duties as the Company including attorneys’ fees incurred by a Managing Member Indemnitee, in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred; provided that any payment for indemnification owed by the Company to such Managing Member Indemnitee shall be subordinate in right of payments to the payment in full of the Limited Member Preferred Return and any amount owing or distributable to the Limited Members upon any liquidation managing member of the Company. (b) Section 5.5(a) shall be enforced only to , including, without limitation, the maximum extent permitted by law management of the Company's business, the purchase, sale and no Managing Member Indemnitee shall be indemnified (i) for any liability for the fraud, bad faith, willful misconduct, gross negligence, or failure to perform in accordance with this Agreement, of itself or any management of its Affiliatesassets, (ii) for any Taxes extraordinary transaction by the Company, such as a merger or (iii) for any expensessale of assets, obligations, losses, damages, penalties, actions, judgments, suits, costs or disbursements arising from or in connection with any matter described in clause (d), (e) or (f) in Section 14.1and the offering and sale of Units. (c) Notwithstanding anything to the contrary in this Agreement, in no event will any indemnification obligation of the Company or a receiver or trustee to indemnify, save harmless, or pay all Expenses set forth in this Section 5.5 subject any Member to personal liability.

Indemnification of the Managing Member. (a) Subject to Section 5.5(b), The LLC shall -------------------------------------- indemnify and hold harmless the CompanyManaging Member, its receiver, or Affiliates and its trustee (in the case of its receiver or trustee, to the extent of the Company’s assets) shall indemnify, save harmless, and pay any and all reasonable out-of-pocket expenses incurred by the Managing Member or any respective officers, directors, employees, or partners and agents (eachand the heirs, a “Managing Member Indemnitee”) executors, successors and assigns of each of the Managing Member in connection with foregoing (iindividually, an "Indemnitee") the performance under this Agreement of its obligations as the manager of the Companyfrom and against any and all losses, or (ii) for any extraordinary claims, demands, costs, ----------- damages, liabilities, obligationsjoint and several, lossesexpenses of any nature (including reasonable attorneys' fees and disbursements), damagesjudgments, penaltiesfines, settlements and other amounts arising from any and all claims, demands, actions, judgmentssuits or proceedings, suitswhether civil, costscriminal, expensesadministrative or investigative, in which the Indemnitee was involved or may be involved, or disbursements of any kind or nature whatsoever by reason of any act performed or omitted threatened to be performed by the Managing Member Indemnitee involved, as a party or otherwise, arising out of or in connection with the business of the Company including attorneys’ fees incurred by a LLC, the Managing Member's status as Managing Member Indemnitee, in connection with the defense of or any action based taken by the Managing Member under this Agreement or otherwise on behalf of the LLC, regardless of whether the Indemnitee continues to be the Managing Member, an Affiliate, or an officer, director, employee or agent of the Managing Member at the time any such act liability or omissionexpense is paid or incurred, which attorneys’ fees may be paid as incurred; provided that any payment for indemnification owed to the fullest extent permitted by the Company to such Managing Member LLC Act and all other applicable laws; provided, that an -------- Indemnitee shall be subordinate in entitled to indemnification hereunder only to the extent that such Indemnitee's conduct did not constitute gross negligence or willful misconduct. The termination of any proceeding by settlement, judgment, order, conviction, or upon a plea of nolo contendere or its equivalent shall not, of ---- ---------- itself, create a presumption that such Indemnitee's conduct constituted gross negligence or willful misconduct. The right of payments any Indemnitee to the payment indemnification provided herein shall be cumulative of, and in full addition to, any and all rights to which such Indemnitee may otherwise be entitled by contract or as a matter of the Limited Member Preferred Return law or equity and any amount owing or distributable shall extend to the Limited Members upon any liquidation of the Company. such Indemnitee's successors, assigns and legal representatives. Any indemnification under this Section 4.3 (b) Section 5.5(aunless ordered by a court) shall be enforced made by the LLC except only to in the maximum extent permitted by law specific case upon a determination, upon clear and no Managing Member Indemnitee shall be indemnified (i) for any liability for the fraud, bad faith, willful misconduct, gross negligence, or failure to perform in accordance with this Agreement, of itself or any of its Affiliates, (ii) for any Taxes or (iii) for any expenses, obligations, losses, damages, penalties, actions, judgments, suits, costs or disbursements arising from or in connection with any matter described in clause (d), (e) or (f) in Section 14.1. (c) Notwithstanding anything to the contrary in this Agreement, in no event will any convincing evidence that indemnification obligation of the Company Managing Member, officer, director, employee, partner or a receiver or trustee to indemnify, save harmless, or pay all Expenses agent is not proper in the circumstances because he has not met the applicable standard of conduct as set forth in this Section 5.5 subject any Member to personal liability4.3.

Indemnification of the Managing Member. To the fullest extent permitted by law, the Company shall indemnify and hold harmless the Managing Member, Affiliates and the legal representatives of any o f them (a) Subject to Section 5.5(ban '‘Indemnified Party"), the Company, its receiver, from and against any loss or its trustee (in the case of its receiver or trustee, to the extent of the Company’s assets) shall indemnify, save harmless, and pay any and all reasonable out-of-pocket expenses incurred expense suffered cr sustained by the Managing Member or any officers, directors, employees, or agents (each, a “Managing Member Indemnitee”) of the Managing Member in connection with (i) the performance under this Agreement of its obligations as the manager of the Company, or (ii) for any extraordinary liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever an Indemnified Party by reason of any act performed action or omitted to be performed inaction by the Managing Member Indemnitee such Indemnified Party, including, without limitation, any judgment, settlement, reasonable attorney's fees and ether costs or expenses incurred in connection with the business defense of any actual cr threatened action or proceeding, provided that such loss or expense resulted from a mistake of judgment on the part of an indemnified Party, or from action or inaction that said Indemnified Party reasonably believed to be in the best interests of the Company including attorneys’ or for losses due to the negligence, dishonesty or bad faith of any broker or other agent o f any Indemnified Party provided that such broker or agent was selected, engaged or retained by the Indemnified Party with reasonable care. The Company shall, in the sole discretion of the Managing Member, advance to any Indemnified Party reasonable attorney's fees and other costs and expenses incurred by a Managing Member Indemnitee, in connection with the defense of any action based on any or proceeding that arises out of such act or omission, which attorneys’ fees may be paid as incurred; provided conduct. In the event that any payment for indemnification owed such an advance is made by the Company, the Indemnified Party shall agree to reimburse the Company for such fees, costs and expenses to such the extent that it shall be determined that it was not entitled to indemnification under this Sec. 2.06. Notwithstanding the foregoing, the provisions of this Sec. 2.06 shall not be construed so as to provide for the indemnification o f the Managing Member Indemnitee shall be subordinate or Affiliate for any liability (including liability under Federal securities laws which, under certain circumstances, impose liability even on persons that act in right of payments good faith), to the payment in full of the Limited Member Preferred Return and any amount owing or distributable to the Limited Members upon any liquidation of the Company. extent (b) Section 5.5(a) shall be enforced but only to the maximum extent) that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the provisions or this Sec. 2.06 to the fullest extent permitted by law and no Managing Member Indemnitee shall be indemnified (i) for any liability for the fraud, bad faith, willful misconduct, gross negligence, or failure to perform in accordance with this Agreement, of itself or any of its Affiliates, (ii) for any Taxes or (iii) for any expenses, obligations, losses, damages, penalties, actions, judgments, suits, costs or disbursements arising from or in connection with any matter described in clause (d), (e) or (f) in Section 14.1law. (c) Notwithstanding anything to the contrary in this Agreement, in no event will any indemnification obligation of the Company or a receiver or trustee to indemnify, save harmless, or pay all Expenses set forth in this Section 5.5 subject any Member to personal liability.

Indemnification of the Managing Member. (a) Subject to Section 5.5(b), The LLC shall indemnify and hold harmless the CompanyManaging Member, its receiver, or Affiliates and its trustee (in the case of its receiver or trustee, to the extent of the Company’s assets) shall indemnify, save harmless, and pay any and all reasonable out-of-pocket expenses incurred by the Managing Member or any respective officers, directors, employees, or partners and agents (eachand the heirs, a “Managing Member Indemnitee”) executors, successors and assigns of each of the Managing Member in connection with foregoing (iindividually, an "INDEMNITEE") the performance under this Agreement of its obligations as the manager of the Companyfrom and against any and all losses, or (ii) for any extraordinary liabilitiesclaims, obligationsdemands, lossescosts, damages, penaltiesliabilities, joint and several, expenses of any nature (including reasonable attorneys' fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, judgmentssuits or proceedings, suitswhether civil, costscriminal, expensesadministrative or investigative, in which the Indemnitee was involved or may be involved, or disbursements of any kind or nature whatsoever by reason of any act performed or omitted threatened to be performed by the Managing Member Indemnitee involved, as a party or otherwise, arising out of or in connection with the business of the Company including attorneys’ fees incurred by a LLC, the Managing Member's status as Managing Member Indemnitee, in connection with the defense of or any action based taken by the Managing Member under this Agreement or otherwise on behalf of the LLC, regardless of whether the Indemnitee continues to be the Managing Member, an Affiliate, or an officer, director, employee or agent of the Managing Member at the time any such act liability or omissionexpense is paid or incurred, which attorneys’ fees may be paid as incurred; provided that any payment for indemnification owed to the fullest extent permitted by the Company to such Managing Member LLC Act and all other applicable laws; PROVIDED, that an Indemnitee shall be subordinate in entitled to indemnification hereunder only to the extent that such Indemnitee's conduct did not constitute gross negligence or willful misconduct. The termination of any proceeding by settlement, judgment, order, conviction, or upon a plea of NOLO CONTENDERE or its equivalent shall not, of itself, create a presumption that such Indemnitee's conduct constituted gross negligence or willful misconduct. The right of payments any Indemnitee to the payment indemnification provided herein shall be cumulative of, and in full addition to, any and all rights to which such Indemnitee may otherwise be entitled by contract or as a matter of the Limited Member Preferred Return law or equity and any amount owing or distributable shall extend to the Limited Members upon any liquidation of the Company. such Indemnitee's successors, assigns and legal representatives. Any indemnification under this Section 4.3 (b) Section 5.5(aunless ordered by a court) shall be enforced made by the LLC except only to in the maximum extent permitted by law specific case upon a determination, upon clear and no Managing Member Indemnitee shall be indemnified (i) for any liability for the fraud, bad faith, willful misconduct, gross negligence, or failure to perform in accordance with this Agreement, of itself or any of its Affiliates, (ii) for any Taxes or (iii) for any expenses, obligations, losses, damages, penalties, actions, judgments, suits, costs or disbursements arising from or in connection with any matter described in clause (d), (e) or (f) in Section 14.1. (c) Notwithstanding anything to the contrary in this Agreement, in no event will any convincing evidence that indemnification obligation of the Company Managing Member, officer, director, employee, partner or a receiver or trustee to indemnify, save harmless, or pay all Expenses agent is not proper in the circumstances because he has not met the applicable standard of conduct as set forth in this Section 5.5 subject any Member to personal liability4.3.