This excerpt taken from the GIS 10-Q filed Jan 6, 2005.
5.8 Indemnification by the Managing Member.
(a) Subject to Section 5.8(b), the Managing Member shall indemnify, save harmless, and pay all Expenses of any Member, or any members, managers, partners, stockholders, officers, directors, employees, and agents of such Member (each, a Member Indemnitee) against any reasonable out-of-pocket costs paid directly by such Member or Member Indemnitee (including the reasonable costs of investigation and litigation and of enforcing this Section 5.8) and resulting from any of the activities of the Company. The indemnification contemplated by this Section 5.8(a) shall not include any items of Loss allocated to any Limited Member in accordance with the Allocations.
(b) Section 5.8(a) shall be enforced only to the maximum extent permitted by law and the Members shall not be indemnified from any liability for fraud, bad faith, willful misconduct, gross negligence, or a failure to perform in accordance with this Agreement.