(i)
The
p rovisions
o f
t his
A greement;
(ii)
The
r ecords
o f
t he
L LC;
a nd/or
(iii)
Such
i nformation,
o pinions,
r eports
o r
s tatements
p resented
t o
the
LLC
by
any
person
as
to
matters
the
Protected
Party
reasonably
believes
are
within
such
other
person’s
professional
or
expert
competence
and
who
has
been
selected
with
r easonable
c are
b y
o r
o n
b ehalf
o f
t he
L LC.
(c)
The
provisions
of
this
agreement,
to
the
extent
that
they
restrict
t he
d uties
a nd
l iabilities
o f
a
P rotected
P arty
t o
t he
L LC
or
to
any
other
Protected
Party
otherwise
existing
at
law
or
in
equity,
are
agreed
by
the
parties
hereto
to
replace
such
other
duties
a nd
l iabilities
o f
s uch
P rotected
P arty.
XXIX.
INSURANCE
A ND
I DEMNIFICATION.
(a)
Right
t o
I ndemnification.
(i)
Any
person
who
is
or
was
a
member
or
officer
of
the
LLC
and
who
is
or
may
be
a
party
to
any
civil
action
because
of
his/her
participation
in
or
with
the
LLC,
and
who
acted
in
good
faith
and
in
a
manner
w hich
h e/she
r easonably
b elieved
t o
be
i n,
or
not
o pposed
t o,
t he
b est
i nterest
o f
t he
L LC
m ay
b e
i ndemnified
and
h eld
h armless
b y
t he
L LC.
(ii)
Any
person
who
is
or
was
a
member
or
officer
of
the
LLC
and
who
is
or
may
be
a
party
to
any
criminal
action
because
of
his/her
p articipation
i n
o r
w ith
t he
L LC,
a nd
w ho
a cted
i n
g ood
faith
and
had
reasonable
cause
to
believe
that
the
act
or
omission
w as
l awful,
m ay
b e
i ndemnified
a nd
h eld
h armless
b y
the
L LC.
(b)
Non-‐Exclusivity
of
Rights.
Members
and
Officers
of
the
LLC
shall
adopt
and
enter
into
indemnification
agreements
for
Members
and
officers.
The
right
to
indemnification
and
payment
of
fees
and
expenses
conferred
in
this
section
shall
not
be
exclusive
of
any
right
which
any
person
may
have
or
hereafter
acquire
under
any
statute,
provision
of
this
agreement,
contract,
agreement,
vote
of
members
or
otherwise.
(c)
Advancement
of
Expenses.
All
expenses
including
legal
fees
incurred
by
an
indemnified
person
in
defending
any
proceeding
shall
be
paid
in
advance
of
the
proceedings