Common use of EXCULPATION OF LIABILITY OF OFFICERS AND DIRECTORS Clause in Contracts

EXCULPATION OF LIABILITY OF OFFICERS AND DIRECTORS. (a) Notwithstanding Section 6.9, no Director or Officer shall be liable to the Company or the Members for monetary damages for losses sustained or liabilities incurred as a result of any act or omission constituting a breach of such Director's or Officer's fiduciary duty, except: (i) For a breach of the Director's or Officer's duty of loyalty to the Company or the Members; (ii) For acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; or (iii) For any transaction from which the Director or Officer derived in improper personal benefit. If the Delaware Act is amended after the date of this Agreement to authorize Delaware limited liability companies to further eliminate, limit or decrease the personal liability of members or managers of Delaware limited liability companies beyond that permitted under Section 102(b)(7) of the Delaware Act, then the liability of a Director or an Officer to the Company, in addition to the personal liability limitation provided herein, shall be further limited to the fullest extent permitted under the Delaware Act as so amended. (b) Subject to its obligations and duties as set forth in this Article VI, the Board of Directors and any committee thereof 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 the Company's agents, and neither the Board of Directors nor any committee thereof shall be responsible for any misconduct or negligence on the part of any such agent appointed by the Board of Directors or any committee thereof in good faith. (c) Notwithstanding Section 6.9, the Board of Directors and any Officer may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it or him to be genuine and to have been signed or presented by the proper party or parties. Notwithstanding Section 6.9, the Board of Directors and any Officer of the Company may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it or him, and any opinion of any such Person as to matters that the Board of Directors or such Officers reasonably believes to be within such Person's professional or expert competence shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by the Board of Directors or such Officers hereunder in good faith and in accordance with such opinion. (d) Any amendment, modification or repeal of this Section 6.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on liability under this Section 6.8 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, before such amendment, modification or repeal, regardless of when such claims may be asserted.

EXCULPATION OF LIABILITY OF OFFICERS AND DIRECTORS. (a) Notwithstanding Section 6.95.9, no Director or Officer shall be liable to the Company or the Members Shareholders for monetary damages for losses sustained or liabilities incurred as a result of any act or omission constituting a breach of such Director's or Officer's fiduciary duty, except: (i1) For a breach of the Director's or Officer's duty of loyalty to the Company or the MembersShareholders; (ii2) For acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; or (iii3) For any transaction from which the Director or Officer derived in an improper personal benefit. If the Delaware Act GCLD is amended after the date of this Agreement to authorize Delaware limited liability companies corporations to further eliminate, limit or decrease increase the personal liability of members or managers directors of Delaware limited liability companies corporations beyond that permitted under Section 102(b)(7) of the Delaware ActGCLD, then the liability of a Director or an Officer to the Company, in addition to the personal liability limitation provided herein, shall be further limited to the fullest extent permitted under the Delaware Act GCLD as so amended. (b) Subject to its obligations and duties as set forth in this Article VIV, the Board of Directors and any committee thereof 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 the Company's agents, and neither the Board of Directors nor any committee thereof shall be responsible for any misconduct or negligence on the part of any such agent appointed by the Board of Directors or any committee thereof in good faith. (c) Notwithstanding Section 6.95.9, the Board of Directors and any Officer of the Company may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it or him to be genuine and to have been signed or presented by the proper party or parties. Notwithstanding Section 6.95.9, the Board of Directors and any Officer of the Company may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it or him, him and any opinion of any such Person as to matters that the Board of Directors or such Officers reasonably believes to be within such Person's professional or expert competence shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by the Board of Directors or such Officers hereunder in good faith and in accordance with such opinion. (d) Notwithstanding Section 5.9, the extension of, amendment of, renewal of, or refusal to terminate (or the refusal to redeem the rights pursuant thereto) the Rights Agreement shall be excluded from any fiduciary or other duty that the Board of Directors or the Officers owe to the Shareholders or the Company and shall be deemed to be within the authority of the Board of Directors pursuant to Section 5.1. The Board of Directors shall perform, extend, amend (within the subject matter thereof) or terminate (or redeem the rights pursuant thereto) in its sole discretion and any such act shall not be subject to any duty to the Shareholders. (e) Any amendment, modification or repeal of this Section 6.8 5.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on liability under this Section 6.8 5.8 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, before such amendment, modification or repeal, regardless of when such claims may be asserted.

EXCULPATION OF LIABILITY OF OFFICERS AND DIRECTORS. (a) Notwithstanding Section 6.95.9, no Director or Officer shall be liable to the Company or the Members Shareholders for monetary damages for losses sustained or liabilities incurred as a result of any act or omission constituting a breach of such Director's or Officer's fiduciary duty, except: (i1) For a breach of the Director's or Officer's duty of loyalty to the Company or the MembersShareholders; (ii2) For acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; or (iii3) For any transaction from which the Director or Officer derived in an improper personal benefit. If the Delaware Act GCLD is amended after the date of this Agreement to authorize Delaware limited liability companies corporations to further eliminate, limit or decrease increase the personal liability of members or managers directors of Delaware limited liability companies corporations beyond that permitted under Section 102(b)(7) of the Delaware ActGCLD, then the liability of a Director or an Officer to the Company, in addition to the personal liability limitation provided herein, shall be further limited to the fullest extent permitted under the Delaware Act GCLD as so amended. (b) Subject to its obligations and duties as set forth in this Article VIV, the Board of Directors and any committee thereof 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 the Company's agents, and neither the Board of Directors nor any committee thereof shall be responsible for any misconduct or negligence on the part of any such agent appointed by the Board of Directors or any committee thereof in good faith. (c) Notwithstanding Section 6.95.9, the Board of Directors and any Officer of the Company may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it or him to be genuine and to have been signed or presented by the proper party or parties. Notwithstanding Section 6.95.9, the Board of Directors and any Officer of the Company may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it or him, him and any opinion of any such Person as to matters that the Board of Directors or such Officers reasonably believes to be within such Person's professional or expert competence shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by the Board of Directors or such Officers hereunder in good faith and in accordance with such opinion. (d) Any amendment, modification or repeal of this Section 6.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on liability under this Section 6.8 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, before such amendment, modification or repeal, regardless of when such claims may be asserted.and

EXCULPATION OF LIABILITY OF OFFICERS AND DIRECTORS. (a) Notwithstanding Section 6.95.9, no Director or Officer shall be liable to the Company or the Members Shareholders for monetary damages for losses sustained or liabilities incurred as a result of any act or omission constituting a breach of such Director's or Officer's fiduciary duty, except: (i1) For a breach of the Director's or Officer's duty of loyalty to the Company or the MembersShareholders; (ii2) For acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of lawLaw; or (iii3) For any transaction from which the Director or Officer derived in an improper personal benefit. If the Delaware Act GCLD is amended after the date of this Agreement to authorize Delaware limited liability companies corporations to further eliminate, limit or decrease increase the personal liability of members or managers directors of Delaware limited liability companies corporations beyond that permitted under Section 102(b)(7) of the Delaware ActGCLD, then the liability of a Director or an Officer to the Company, in addition to the personal liability limitation provided herein, shall be further limited to the fullest extent permitted under the Delaware Act GCLD as so amended. (b) Subject to its obligations and duties as set forth in this Article VIV, the Board of Directors and any committee thereof 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 the Company's agents, and neither the Board of Directors nor any committee thereof shall be responsible for any misconduct or negligence on the part of any such agent appointed by the Board of Directors or any committee thereof in good faith. (c) Notwithstanding Section 6.95.9, the Board of Directors and any Officer of the Company may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it or him to be genuine and to have been signed or presented by the proper party or parties. Notwithstanding Section 6.95.9, the Board of Directors and any Officer of the Company may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it or him, him and any opinion of any such Person as to matters that the Board of Directors or such Officers reasonably believes to be within such Person's professional or expert competence shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by the Board of Directors or such Officers hereunder in good faith and in accordance with such opinion. (d) Any amendment, modification or repeal of this Section 6.8 5.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on liability under this Section 6.8 5.8 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, before such amendment, modification or repeal, regardless of when such claims may be asserted.

EXCULPATION OF LIABILITY OF OFFICERS AND DIRECTORS. (a) Notwithstanding Section 6.9anything to the contrary set forth in this Agreement, no Director or Officer shall be liable to the Company or the Members Shareholders for monetary damages for losses sustained or liabilities incurred as a result of any act or omission constituting a breach of such Director's or Officer's fiduciary duty, except: (i) For a breach of the Director's or Officer's duty of loyalty to the Company or the Members; Shareholders; (ii) For for acts or omissions not in good faith or that which involve intentional misconduct or a knowing violation of law; or (iii) For for liabilities that would be imposed on such Director under Section 174 of the GCLD if the Company were a Delaware corporation; or (iv) for any transaction from which the Director derived an improper personal benefit. No action permitted to be taken by any Director or Officer by Enron or any of its Affiliates (other than the Company and its subsidiaries) pursuant to the provisions of Section 5.6 shall be deemed to be a breach of the duty of loyalty or a transaction from which such Director derived in an improper personal benefit. If the Delaware Act GCLD is amended after the date of this Agreement to authorize Delaware limited liability companies corporations to further eliminate, eliminate or limit or decrease the personal liability of members or managers directors of Delaware limited liability companies beyond that permitted under Section 102(b)(7) of the Delaware Actcorporations, then the liability of a Director or an Officer director to the Company, in addition to the personal liability limitation provided herein, shall be further limited to the fullest extent permitted of Delaware corporations under the Delaware Act GCLD as so amended. (b) Subject to its obligations and duties as set forth in this Article VIV, the Board of Directors and any committee thereof 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 the Company's agents, and neither the Board of Directors nor any committee thereof shall be responsible for any misconduct or negligence on the part of any such agent appointed by the Board of Directors or any committee thereof in good faith. (c) Notwithstanding Section 6.9, the Board of Directors and any Officer may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it or him to be genuine and to have been signed or presented by the proper party or parties. Notwithstanding Section 6.9, the Board of Directors and any Officer of the Company may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it or him, and any opinion of any such Person as to matters that the Board of Directors or such Officers reasonably believes to be within such Person's professional or expert competence shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by the Board of Directors or such Officers hereunder in good faith and in accordance with such opinion. (d) Any amendment, modification or repeal of this Section 6.8 5.9 or any provision hereof shall be prospective only and shall not in any way affect the limitations on liability under this Section 6.8 5.9 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, before prior to such amendment, modification or repeal, regardless of when such claims may be asserted.