Common use of Exculpation of Liability of Indemnitees Clause in Contracts

Exculpation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Director shall be liable to the Company or the Members for monetary damages for breach of fiduciary duty as a Director, except (i) for a breach of the Director’s duty of loyalty to the Company or the Members; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (iii) for any transaction from which the Director derived an improper personal benefit. If the DGCL is amended after the date of this Agreement to authorize Delaware corporations to further eliminate or limit the personal liability of directors of Delaware corporations beyond that permitted under Section 102(b)(7) of the DGCL, then the liability of a Director to the Company or the Members, in addition to the personal liability limitation provided herein, shall be further limited to the fullest extent permitted under the DGCL as so amended. (b) Subject to its obligations and duties as Board of Directors set forth in this Article VII, the Board of Directors may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Board of Directors shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Board of Directors in good faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or to the Members, the Directors and any other Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or to any Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate or otherwise modify the duties (including fiduciary duties) and liabilities of an Indemnitee otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Indemnitee. (d) Any amendment, modification or repeal of this Section 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of any Indemnitee under this Section 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Exculpation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Director Indemnitee shall be liable for monetary damages to the Company or any other Persons who have acquired Membership Interests in the Members Company, for monetary damages for breach of fiduciary duty losses sustained or liabilities incurred as a Directorresult of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, except (i) for a breach in respect of the Director’s duty of loyalty to matter in question, the Company or the Members; (ii) for acts or omissions not Indemnitee acted in good bad faith or which involve intentional engaged in fraud, willful misconduct or a knowing violation of law; or (iii) for any transaction from which , in the Director derived an improper personal benefit. If the DGCL is amended after the date of this Agreement to authorize Delaware corporations to further eliminate or limit the personal liability of directors of Delaware corporations beyond that permitted under Section 102(b)(7) of the DGCL, then the liability case of a Director to criminal matter, acted with knowledge that the Company or the Members, in addition to the personal liability limitation provided herein, shall be further limited to the fullest extent permitted under the DGCL as so amendedIndemnitee’s conduct was criminal. (b) Subject to its obligations and duties as Board of Directors set forth in this Article VII, the Board of Directors may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Board of Directors shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Board of Directors in good faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or to the MembersCompany, the Directors and any other such Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or to any Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate or otherwise modify the duties (including fiduciary duties) and liabilities of an Indemnitee otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Indemnitee. (dc) Any amendment, modification or repeal of this Section 7.8 9.3 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of any Indemnitee the Indemnitees under this Section 7.8 9.3 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Exculpation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Director shall be liable to the Company or the Members for monetary damages for breach of fiduciary duty as a Director, except (i) for a breach of the Director’s 's duty of loyalty to the Company or the Members; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (iii) for any transaction from which the Director derived an improper personal benefit. If the DGCL is amended after the date of this Agreement to authorize Delaware corporations to further eliminate or limit the personal liability of directors of Delaware corporations beyond that permitted under Section 102(b)(7) of the DGCL, then the liability of a Director to the Company or the Members, in addition to the personal liability limitation provided herein, shall be further limited to the fullest extent permitted under the DGCL as so amended. (b) Subject to its obligations and duties as Board of Directors set forth in this Article VII, the Board of Directors may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Board of Directors shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Board of Directors in good faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or to the Members, the Directors and any other Indemnitee acting in connection with the Company’s 's business or affairs shall not be liable to the Company or to any Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate or otherwise modify the duties (including fiduciary duties) and liabilities of an Indemnitee otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Indemnitee. (d) Any amendment, modification or repeal of this Section 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of any Indemnitee under this Section 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Exculpation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Director shall be liable to the Company or the Members for monetary damages for breach of fiduciary duty as a Director, except (i) for a breach of the Director’s 's duty of loyalty to the Company or the Members; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (iii) for any transaction from which the Director derived an improper personal benefit. If the DGCL is amended after the date of this Agreement to authorize Delaware corporations to further eliminate or limit the personal liability of directors of Delaware corporations beyond that permitted under Section 102(b)(7) of the DGCL, then the liability of a Director to the Company or the Members, in addition to the personal liability limitation provided herein, shall be further limited to the fullest extent permitted under the DGCL as so amended. (b) Subject to its obligations and duties as Board of Directors set forth in this Article VII, the Board of Directors may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Board of Directors shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Board of Directors in good faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or to the Members, the Directors and any other Indemnitee acting in connection with the Company’s 's business or affairs shall not be liable to the Company or to any Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate or otherwise modify the duties (including fiduciary duties) and liabilities of an Indemnitee otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Indemnitee. (d) Any amendment, modification or repeal of this Section 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of any Indemnitee Director under this Section 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Exculpation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Director Indemnitee shall be liable to the Company or Company, the Members or any other Persons who have acquired interests in Company Securities for monetary damages for breach of fiduciary duty losses sustained or liabilities incurred as a Directorresult of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, except (i) for a breach in respect of the Director’s duty of loyalty to matter in question, the Company or the Members; (ii) for acts or omissions not Indemnitee acted in good bad faith or which involve intentional engaged in fraud, willful misconduct or a knowing violation of law; or (iii) for any transaction from which , in the Director derived an improper personal benefit. If the DGCL is amended after the date of this Agreement to authorize Delaware corporations to further eliminate or limit the personal liability of directors of Delaware corporations beyond that permitted under Section 102(b)(7) of the DGCL, then the liability case of a Director to criminal matter, acted with knowledge that the Company or the Members, in addition to the personal liability limitation provided herein, shall be further limited to the fullest extent permitted under the DGCL as so amendedIndemnitee’s conduct was criminal. (b) Subject to its obligations and duties as Board of Directors set forth in this Article VII7, the Board of Directors may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Board of Directors shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Board of Directors in good faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or Company, to the MembersMembers or any other Persons who have acquired interests in Company Securities, none of the Directors and any other Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or Company, to any Member or any other Persons who have acquired interests in Company Securities for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate or otherwise modify the duties (including fiduciary duties) and liabilities of an Indemnitee otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Indemnitee. (d) Any amendment, modification or repeal of this Section 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of any Indemnitee under this Section 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted. (e) An Indemnitee shall be fully protected in relying in good faith upon the records of the Company and upon information, opinions, reports or statements presented by a Director, Member or liquidating trustee, an Officer or employee of the Company, or committees of the Company, Members or Directors, or by any other person as to matters that the Member, Director or liquidating trustees reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Company, or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay claims and obligations of the Company or to make reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to members or creditors might properly be paid.

Exculpation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Director Indemnitee shall be liable for monetary damages to the Company or any other Persons who have acquired Membership Interests in the Members Company, for monetary damages for breach of fiduciary duty losses sustained or liabilities incurred as a Directorresult of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, except (i) for a breach in respect of the Director’s duty of loyalty to matter in question, the Company or the Members; (ii) for acts or omissions not Indemnitee acted in good bad faith or which involve intentional engaged in fraud, willful misconduct or a knowing violation of law; or (iii) for any transaction from which , in the Director derived an improper personal benefit. If the DGCL is amended after the date of this Agreement to authorize Delaware corporations to further eliminate or limit the personal liability of directors of Delaware corporations beyond that permitted under Section 102(b)(7) of the DGCL, then the liability case of a Director to criminal matter, acted with knowledge that the Company or the Members, in addition to the personal liability limitation provided herein, shall be further limited to the fullest extent permitted under the DGCL as so amendedIndemnitee’s conduct was criminal. (b) Subject to its obligations and duties as Board of Directors set forth in this Article VII, the Board of Directors may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Board of Directors shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Board of Directors in good faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or to the MembersCompany, the Directors and any other such Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or to any Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate or otherwise modify the duties (including fiduciary duties) and liabilities of an Indemnitee otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Indemnitee. (dc) Any amendment, modification or repeal of this Section 7.8 9.03 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of any Indemnitee the Indemnitees under this Section 7.8 9.03 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Exculpation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Director Indemnitee shall be liable to the Company or Company, the Members or any other Persons who have acquired interests in Company Securities for monetary damages for breach of fiduciary duty losses sustained or liabilities incurred as a Directorresult of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, except (i) for a breach in respect of the Director’s duty of loyalty to matter in question, the Company or the Members; (ii) for acts or omissions not Indemnitee acted in good bad faith or which involve intentional engaged in fraud, willful misconduct or a knowing violation of law; or (iii) for any transaction from which , in the Director derived an improper personal benefit. If the DGCL is amended after the date of this Agreement to authorize Delaware corporations to further eliminate or limit the personal liability of directors of Delaware corporations beyond that permitted under Section 102(b)(7) of the DGCL, then the liability case of a Director to criminal matter, acted with knowledge that the Company or the Members, in addition to the personal liability limitation provided herein, shall be further limited to the fullest extent permitted under the DGCL as so amendedIndemnitee’s conduct was criminal. (b) Subject to its obligations and duties as Board of Directors Managers set forth in this Article VII7, the Board of Directors Managers may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Board of Directors Managers shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Board of Directors Managers in good faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or Company, to the MembersMembers or any other Persons who have acquired interests in Company Securities, none of the Directors Managers and any other Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or Company, to any Member or any other Persons who have acquired interests in Company Securities for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate or otherwise modify the duties (including fiduciary duties) and liabilities of an Indemnitee otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Indemnitee. (d) Any amendment, modification or repeal of this Section 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of any Indemnitee under this Section 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted. (e) An Indemnitee shall be fully protected in relying in good faith upon the records of the Company and upon information, opinions, reports or statements presented by a Manager, Member or liquidating trustee, an Officer or employee of the Company, or committees of the Company, Members or Managers, or by any other person as to matters that the Member, Manager or liquidating trustees reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Company, or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay claims and obligations of the Company or to make reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to members or creditors might properly be paid.

Exculpation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, the Partnership Agreement or any Group Member Agreement, no Director Indemnitee shall be liable to the Company or the Members for monetary damages to the Company, the Members or any other Person bound by this Agreement for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, with respect to the matter in question, the Indemnitee acted in bad faith or engaged in intentional fraud, willful misconduct (including a willful breach of fiduciary duty as a Directorthis Agreement) or, except (i) for a breach of in the Director’s duty of loyalty to the Company or the Members; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (iii) for any transaction from which the Director derived an improper personal benefit. If the DGCL is amended after the date of this Agreement to authorize Delaware corporations to further eliminate or limit the personal liability of directors of Delaware corporations beyond that permitted under Section 102(b)(7) of the DGCL, then the liability case of a Director to criminal matter, acted with knowledge that the Company or the Members, in addition to the personal liability limitation provided herein, shall be further limited to the fullest extent permitted under the DGCL as so amendedIndemnitee’s conduct was unlawful. (b) Subject to its obligations and duties as Board of Directors any limitations set forth in this Article VI and Article VII, the Board and any committee thereof or members holding a majority of Directors the Class A Membership Interests, as applicable, may exercise any of the powers granted to it or them by this Agreement and perform any of the duties imposed upon it or them hereunder either directly or by or through its the Company’s Officers or agents, and neither the Board of Directors nor any committee thereof nor such Class A Members shall not be responsible for any misconduct or negligence on the part of any such Officer or agent appointed in good faith by the Board of Directors in good faithBoard. (c) To Notwithstanding any duty otherwise existing under the extent that, at law Act or any other Applicable Law or in equity, an except as expressly set forth in this Agreement, no Member or any other Indemnitee has duties (shall have any duties, including fiduciary duties) and , or liabilities relating thereto to the Company or to the Members, the Directors and any Member or any other Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or to any Member for its good faith reliance on the provisions of Person bound by this Agreement. The , and the provisions of this Agreement, to the extent that they restrict or restrict, eliminate or otherwise modify the duties (duties, including fiduciary duties) , and liabilities of an the Members or any other Indemnitee otherwise existing at law under Applicable Law or in equity, are agreed by the Members and each Person bound by this Agreement to replace such other duties and liabilities of the Members and such Indemniteeother Indemnitees. (d) Any amendment, modification or repeal of this Section 7.8 10.3 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of any Indemnitee the Indemnitees under this Section 7.8 10.3 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Exculpation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Director Indemnitee shall be liable to the Company or Company, the Members or any other Persons who have acquired interests in Company Securities for monetary damages for breach of fiduciary duty losses sustained or liabilities incurred as a Directorresult of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, except (i) for a breach in respect of the Director’s duty of loyalty to matter in question, the Company or the Members; (ii) for acts or omissions not Indemnitee acted in good bad faith or which involve intentional engaged in fraud, willful misconduct or a knowing violation of law; or (iii) for any transaction from which , in the Director derived an improper personal benefit. If the DGCL is amended after the date of this Agreement to authorize Delaware corporations to further eliminate or limit the personal liability of directors of Delaware corporations beyond that permitted under Section 102(b)(7) of the DGCL, then the liability case of a Director to criminal matter, acted with knowledge that the Company or the Members, in addition to the personal liability limitation provided herein, shall be further limited to the fullest extent permitted under the DGCL as so amendedIndemnitee’s conduct was criminal. (b) Subject to its obligations and duties as Board of Directors set forth in this Article VII, the Board of Directors may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Board of Directors shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Board of Directors in good faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or Company, to the MembersMembers or any other Persons who have acquired interests in Company Securities, none of the Directors Managers and any other Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or Company, to any Member or any other Persons who have acquired interests in Company Securities for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate or otherwise modify the duties (including fiduciary duties) and liabilities of an Indemnitee otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Indemnitee. (d) Any amendment, modification or repeal of this Section 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of any Indemnitee under this Section 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted. (e) An Indemnitee shall be fully protected in relying in good faith upon the records of the Company and upon information, opinions, reports or statements presented by a Director, Member or liquidating trustee, an Officer or employee of the Company or committees of the Company, Members or Directors, or by any other Person as to matters that the Member, Director or liquidating trustees reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Company, or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay claims and obligations of the Company or to make reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to members or creditors might properly be paid.

Exculpation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Director Indemnitee shall be liable to the Company or Company, the Members or any other Persons who have acquired interests in Company Securities for monetary damages for breach of fiduciary duty losses sustained or liabilities incurred as a Directorresult of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, except (i) for a breach in respect of the Director’s duty of loyalty to matter in question, the Company or the Members; (ii) for acts or omissions not in good Indemnitxx xxxxx xn bad faith or which involve intentional engaged in fraud, willful misconduct or a knowing violation of law; or (iii) for any transaction from which , in the Director derived an improper personal benefit. If the DGCL is amended after the date of this Agreement to authorize Delaware corporations to further eliminate or limit the personal liability of directors of Delaware corporations beyond that permitted under Section 102(b)(7) of the DGCL, then the liability case of a Director to criminal matter, acted with knowledge that the Company or the Members, in addition to the personal liability limitation provided herein, shall be further limited to the fullest extent permitted under the DGCL as so amendedIndemnitee’s conduct was criminal. (b) Subject to its obligations and duties as Board of Directors set forth in this Article VII, the Board of Directors may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Board of Directors shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Board of Directors in good faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or Company, to the MembersMembers or any other Persons who have acquired interests in Company Securities, none of the Directors Managers and any other Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or Company, to any Member or any other Persons who have acquired interests in Company Securities for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate or otherwise modify the duties (including fiduciary duties) and liabilities of an Indemnitee otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Indemnitee. (d) Any amendment, modification or repeal of this Section 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of any Indemnitee under this Section 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted. (e) An Indemnitee shall be fully protected in relying in good faith upon the records of the Company and upon information, opinions, reports or statements presented by a Director, Member or liquidating trustee, an Officer or employee of the Company or committees of the Company, Members or Directors, or by any other Person as to matters that the Member, Director or liquidating trustees reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Company, or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay claims and obligations of the Company or to make reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to members or creditors might properly be paid.

Exculpation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth or implied in this Agreement, no Director Indemnitee shall be liable to the Company or Company, the Members or any other Persons who have acquired interests in Company Securities for monetary damages for breach of fiduciary duty losses sustained or liabilities incurred as a Directorresult of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, except (i) for a breach in respect of the Director’s duty of loyalty matter in question, the Indemnitee engaged in any Excluded Behavior or behavior with respect to the Company or the Members; (ii) for acts or omissions which claims may not in good faith or which involve intentional misconduct or a knowing violation of law; or (iii) for any transaction from which the Director derived an improper personal benefit. If the DGCL is amended after the date of this Agreement to authorize Delaware corporations to further eliminate or limit the personal liability of directors of Delaware corporations beyond that permitted under Section 102(b)(7) of the DGCL, then the liability of a Director to the Company or the Members, in addition to the personal liability limitation provided herein, shall be further limited to the fullest extent permitted waived under the DGCL as so amendedDelaware Act or other applicable law. (b) Subject to its their respective obligations and duties as Board of Directors set forth out in this Article VIIAgreement, the Manager and, following the Board Appointment, the Board of Directors may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and neither the Manager nor the Board of Directors shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Manager or the Board of Directors Directors, as applicable, in good faith. (c) To Except as expressly set forth in this Agreement or required by applicable law, none of the extent thatManager, at law Directors, Officers, Protectors nor any other Indemnitee, will have any duties or in equityliabilities, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto , to the Company or to the Members, the Directors and any other Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or to any Member for its good faith reliance on the provisions of this AgreementMember. The provisions of this Agreement, to the extent that they restrict or restrict, eliminate or otherwise modify the duties (and liabilities, including fiduciary duties) and liabilities , of an Indemnitee the Directors, Officers, Protectors or any other Indemnitee, otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of the Manager, Directors, Officers, Protectors or such other Indemnitee. No act or omission on the part of any Manager, Director, Officer, Protector or other Indemnitee in relation to or on behalf of the Company in good faith reliance on the provisions of this Agreement, including this Section 10.2, will (A) constitute a breach of any duty (including any fiduciary or similar duty) on the part of such Manager, Director, Officer, Protector or other Indemnitee or (B) give rise to any liability to the Company, any Member or any other Person who acquires any Interests in the Company. (d) Any amendment, modification or repeal of this Section 7.8 Article X or any provision hereof shall be prospective only and shall not in any way affect the rights to Indemnification of any Indemnitee under Section 10.1, limitations on the liability of any Indemnitee under this Section 7.8 10.2 or any matter addressed in Sections 10.3 or 10.4 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Exculpation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Director Indemnitee shall be liable for monetary damages to the Company or the Members for monetary damages for breach of fiduciary duty losses sustained or liabilities incurred as a Directorresult of any act or omission of an Indemnitee unless there has been a final, except (i) for non-appealable judgment entered by a breach court of competent jurisdiction determining that, in respect of the Director’s duty of loyalty to matter in question, the Company or the Members; (ii) for acts or omissions not Indemnitee acted in good bad faith or which involve intentional engaged in fraud, willful misconduct or a knowing violation of law; or (iii) for any transaction from which , in the Director derived an improper personal benefit. If the DGCL is amended after the date of this Agreement to authorize Delaware corporations to further eliminate or limit the personal liability of directors of Delaware corporations beyond that permitted under Section 102(b)(7) of the DGCL, then the liability case of a Director to criminal matter, acted with knowledge that the Company or the Members, in addition to the personal liability limitation provided herein, shall be further limited to the fullest extent permitted under the DGCL as so amendedIndemnitee’s conduct was unlawful. (b) Subject to its obligations and duties as Board of Directors set forth in this Article VII, the Board of Directors may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Board of Directors shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Board of Directors in good faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or to the Members, the Directors and any other Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or to any Member for its their good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate or otherwise modify the duties (including fiduciary duties) and liabilities of an Indemnitee otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Indemnitee. (d) Any amendment, modification or repeal of this Section 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of any Indemnitee under this Section 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be assertedasserted and provided such Person became an Indemnitee hereunder prior to such amendment, modification or repeal.

Exculpation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Director shall be liable to the Company or the Members for monetary damages for breach of fiduciary duty as a Director, except (iA) for a breach of the Director’s 's duty of loyalty to the Company or the Members; (iiB) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (iiiC) for any transaction from which the Director derived an improper personal benefit. If the DGCL is amended after the date of this Agreement to authorize Delaware corporations to further eliminate or limit the personal liability of directors of Delaware corporations beyond that permitted under current Section 102(b)(7) of the DGCL, then the liability of a Director to the Company or the Members, in addition to the personal liability limitation provided herein, shall be further limited to the fullest extent permitted for directors of a Delaware corporation under the DGCL as so amended, to the extent permitted by the Delaware Act. (b) Subject to its obligations and duties as Board of Directors set forth in this Article VII9, the Board of Directors may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Board of Directors shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Board of Directors in good faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or to the Members, the Directors and any other Indemnitee acting in connection with the Company’s 's business or affairs shall not be liable to the Company or to any Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate or otherwise modify the duties (including fiduciary duties) and liabilities of an Indemnitee otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Indemnitee. (d) Any amendment, modification or repeal of this Section 7.8 9.2 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of any Indemnitee under this Section 7.8 9.2 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Exculpation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Director shall be liable to the Company or the Members for monetary damages for breach of fiduciary duty as a Director, except (i) for a breach of the Director’s duty of loyalty to the Company or the Members; (iii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (iiiii) for any transaction from which the Director derived an improper personal benefit. If the DGCL is amended after the date of this Agreement to authorize Delaware corporations to further eliminate or limit the personal liability of directors of Delaware corporations beyond that permitted under Section 102(b)(7) of the DGCL, then the liability of a Director to the Company or the Members, in addition to the personal liability limitation provided herein, shall be further limited to the fullest extent permitted under the DGCL as so amended. (b) Subject to its obligations and duties as Board of Directors set forth in this Article VII, the Board of Directors may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Board of Directors shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Board of Directors in good faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or to the Members, the Directors and any other Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or to any Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate or otherwise modify the duties (including fiduciary duties) and liabilities of an Indemnitee otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Indemnitee. (d) Any amendment, modification or repeal of this Section 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of any Indemnitee under this Section 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.