participation
in
or
with
the
LLC,
and
who
acted
in
good
faith
and
i n
a
m anner
w hich
h e/she
r easonably
b elieved
t o
b e
i n,
o r
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.
The
Member
and
Officer(s)
of
the
LLC
shall
adopt
and
enter
into
indemnification
agreements
for
the
Member
and
Officer(s).
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
the
Member
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
conclusion.
Should
the
indemnified
member
or
officer
ultimately
be
determined
to
not
be
entitled
to
indemnification,
that
member
or
officer
agrees
to
immediately
repay
to
LLC
all
funds
e xpended
b y
t he
L LC
o n
b ehalf
o f
t he
M ember
o r
O fficer.
(d)
Effect
o f
A mendment.
N o
a mendment,
r epeal
o r
m odification
o f
this
Article
shall
adversely
affect
any
rights
hereunder
with
respect
to
any
action
or
omission
occurring
prior
to
the
date
when
such
amendment,
repeal
or
modification
became
effective.
(e)
Insurance.
W ith
a
m ajority
v ote,
o r,
a t
t he
d iscretion
o f
t he
s ole
Member,
may
decide
to
purchase
and
maintain
insurance
for
the
L LC,
f or
t he
M ember
a nd
o fficer(s),
a nd/or
o n
t he
b ehalf
o f
any
third
party
or
parties
whom
the
members
might
determined
s hould
b e
e ntitled
t o
s uch
i nsurance
c overage.
XXX.
TERMINATION
OF
MEMBERSHIP.
The
Member’s
interest
in
the
LLC
shall
c ease
u pon
t he
i ncidence
o f
o ne
o r
m ore
o f
t he
f ollowing
e vents:
(a)
T he
M ember
d ies