Common use of Exculpation Clause in Contracts

Exculpation. Neither the Members, the Manager, the directors of the Company, the officers of the Company, their respective affiliates, nor any person who at any time shall serve, or shall have served, as a director, officer, employee or other agent of any such Members, Manager, directors, officers, or affiliates and who, in such capacity, shall engage, or shall have engaged, in activities on behalf of the Company (a “Specified Agent”) shall be liable, in damages or otherwise, to the Company or to any Member for, and neither the Company nor any Member shall take any action against such Members, Manager, directors, officers, affiliates or Specified Agent, in respect of any loss which arises out of any acts or omissions performed or omitted by such person pursuant to the authority granted by this Agreement, or otherwise performed on behalf of the Company, if such Member, Manager, director, officer, affiliate, or Specified Agent, as applicable, in good faith, determined that such course of conduct was in the best interests of the Company and within the scope of authority conferred on such person by this Agreement or approved by the Manager. Each Member shall look solely to the assets of the Company for return of such Member’s investment, and if the property of the Company remaining after the discharge of the debts and liabilities of the Company is insufficient to return such investment, each Member shall have no recourse against the Company, the other Members or their affiliates, except as expressly provided herein; provided, however, that the foregoing shall not relieve any Member or the Manager of any fiduciary duty, duty of care or duty of fair dealing to the Members that it may have hereunder or under applicable law.

Exculpation. Neither the Members, the Manager, the directors of the Company, the officers of the Company, their respective affiliates, nor any person who at any time shall serve, or shall have served, as a director, officer, employee or other agent of any such Members, Manager, directors, officers, or affiliates and who, in such capacity, shall engage, or shall have engaged, in activities on behalf of the Company (a “"Specified Agent”") shall be liable, in damages or otherwise, to the Company or to any Member for, and neither the Company nor any Member shall take any action against such Members, Manager, directors, officers, affiliates or Specified Agent, in respect of any loss which arises out of any acts or omissions performed or omitted by such person pursuant to the authority granted by this Agreement, or otherwise performed on behalf of the Company, if such Member, Manager, director, officer, affiliate, or Specified Agent, as applicable, in good faith, determined that such course of conduct was in the best interests of the Company and within the scope of authority conferred on such person by this Agreement or approved by the Manager. Each Member shall look solely to the assets of the Company for return of such Member’s 's investment, and if the property of the Company remaining after the discharge of the debts and liabilities of the Company is insufficient to return such investment, each Member shall have no recourse against the Company, the other Members or their affiliates, except as expressly provided herein; provided, however, that the foregoing shall not relieve any Member or the Manager of any fiduciary duty, duty of care or duty of fair dealing to the Members that it may have hereunder or under applicable law.

Exculpation. Neither the Members, the Manager, the directors of the Company, the officers of the Company, their respective affiliates, nor any person who at any time shall serve, or shall have served, as a director, officer, employee or other agent of any such Members, Manager, directors, officers, or affiliates and who, in such capacity, shall engage, or shall have engaged, in activities on behalf of the Company (a “Specified Agent”"SPECIFIED AGENT") shall be liable, in damages or otherwise, to the Company or to any Member for, and neither the Company nor any Member shall take any action against such Members, Manager, directors, officers, affiliates or Specified Agent, in respect of any loss which arises out of any acts or omissions performed or omitted by such person pursuant to the authority granted by this Agreement, or otherwise performed on behalf of the Company, if such Member, Manager, director, officer, affiliate, or Specified Agent, as applicable, in good faith, determined that such course of conduct was in the best interests of the Company and within the scope of authority conferred on such person by this Agreement or approved by the Manager. Each Member shall look solely to the assets of the Company for return of such Member’s 's investment, and if the property of the Company remaining after the discharge of the debts and liabilities of the Company is insufficient to return such investment, each Member shall have no recourse against the Company, the other Members or their affiliates, except as expressly provided herein; provided, however, that the foregoing shall not relieve any Member or the Manager of any fiduciary duty, duty of care or duty of fair dealing to the Members that it may have hereunder or under applicable law.

Exculpation. Neither (a) None of the MembersMembers shall be liable to the Company or its other Members for damages for any act or omission taken or suffered by such Member in connection with the conduct of the affairs of the Company or otherwise in connection with the Operating Agreement or the matters contemplated hereby, unless a judgment or other final adjudication adverse to such Member or the AG Manager establishes that such Member's or the AG Manager's acts or omissions were in bad faith or involved gross negligence, intentional misconduct or a willful violation of law or this Agreement. Each of Care, the ManagerAG Manager and any Member may consult with legal counsel and accountants with respect to the Company's affairs and shall be fully protected and justified in any action or inaction that is taken or omitted in good faith, in reliance upon and in accord with the directors opinion or advice of such counsel or accountants, provided they shall have been selected in good faith. (b) None of the Members or the Company shall be responsible or liable for any indebtedness, liability or obligation of any other Member incurred either before or after the execution of this Agreement, except that the Company shall be responsible and liable for indebtedness, liabilities or obligations incurred in connection with activities within the proper business purposes of the Company and incurred in accordance with this Agreement. (c) Notwithstanding anything to the contrary contained in this Agreement, no officer, director, shareholder, partner, member, employee or agent of any Member of the Company, Care, and/or the officers AG Manager shall have any liability of any kind or nature under this Agreement, provided that the Company, their respective affiliates, nor foregoing exculpation shall not insulate any person who at any time shall serve, or shall have served, as a director, officer, employee or other agent of any such Members, Manager, directors, officers, or affiliates and who, in such capacity, shall engage, or shall have engaged, in activities on behalf from its obligation to return to the Company funds of the Company (a “Specified Agent”) shall be liable, in damages that are wrongfully or otherwise, to improperly taken from the Company or to any Member for, and neither the Company nor any Member shall take any action against such Members, Manager, directors, officers, affiliates or Specified Agent, in respect of any loss which arises out of any acts or omissions performed or omitted by such person pursuant to the authority granted by this Agreement, or otherwise performed on behalf of the Company, if such Member, Manager, director, officer, affiliate, or Specified Agent, as applicable, in good faith, determined that such course of conduct was in the best interests of the Company and within the scope of authority conferred on such person by this Agreement or approved by the Manager. Each Member shall look solely to the assets of the Company for return of such Member’s investment, and if the property of the Company remaining after the discharge of the debts and liabilities of the Company is insufficient to return such investment, each Member shall have no recourse against the Company, the other Members or their affiliates, except as expressly provided herein; provided, however, that the foregoing shall not relieve any Member or the Manager of any fiduciary duty, duty of care or duty of fair dealing to the Members that it may have hereunder or under applicable lawperson.

Exculpation. Neither a. Except as otherwise provided by the MembersAct, the Managerdebts, the directors obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the officers debts, obligations and liabilities of the Company, their respective affiliatesand none of (i) the Members, nor (ii) any person who at Affiliate (as defined below) of any time shall serveMember, or shall have served(iii) any officer, as a director, officermanager, employee member, shareholder, partner, employee, representative, trustee or other agent of any Member or any of such Members, Manager, directors, officersMember’s Affiliates or a spouse of any of the foregoing, or affiliates and who(iv) any officer, in director, manager, member, shareholder, partner, employee, representative, trustee or agent of the Company or any of its Affiliates or a spouse of any of the foregoing (each, a “Covered Person”) shall be obligated personally for any such capacitydebts, obligations or liabilities of the Company. For purposes of this Agreement, an “Affiliate” shall engagemean, with respect to a specified person, any person that directly or indirectly controls, is controlled by, or is under common control with, the specified person, with the term “control” meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract or otherwise. In addition, for the purposes hereof, any general partner, limited partner, member or investor of a specified person shall have engagedbe deemed to be an affiliate of such person. b. No Covered Person shall be liable to the Company or any other Covered Person for any loss, claim, demand, cost, damage, liability (joint or several), expenses of any nature (including reasonable attorney’s fees and disbursements), judgments, fines, settlements or other amounts (“Losses”) incurred by reason of any act or omission performed or omitted by such Covered Person in activities good faith on behalf of the Company (and in a “Specified Agent”) shall manner reasonably believed to be liable, in damages or otherwise, to the Company or to any Member for, and neither the Company nor any Member shall take any action against such Members, Manager, directors, officers, affiliates or Specified Agent, in respect of any loss which arises out of any acts or omissions performed or omitted by such person pursuant to the authority granted by this Agreement, or otherwise performed on behalf of the Company, if such Member, Manager, director, officer, affiliate, or Specified Agent, as applicable, in good faith, determined that such course of conduct was in the best interests of the Company and within the scope of authority conferred on such person Covered Person by this Agreement Agreement, except that a Covered Person shall be liable for any Losses incurred by reason of such Covered Person’s fraud, bad faith, willful misconduct or approved by breach of any agreement with the Manager. Each Member Company. c. A Covered Person shall look solely to be fully protected in relying in good faith upon the assets records of the Company for return of and upon such Member’s investmentinformation, and if opinions, reports or statements presented to the property Company by any of the Company remaining after the discharge Officers, employees or committees of the debts and liabilities of the Company is insufficient to return such investment, each Member shall have no recourse against the Company, or by any other Person (as defined below), as to matters the other Members Covered Person reasonably believes are within such Person’s professional or their affiliatesexpert competence and who has been selected with reasonable care by or on behalf of the Company, except including information, opinions, reports or statements as expressly provided herein; provided, however, that the foregoing shall not relieve any Member or the Manager of any fiduciary duty, duty of care or duty of fair dealing to the value and amount of the assets, liabilities, net income, net losses or net cash flow or any other facts pertinent to the existence and amount of assets from which distributions to Members that it may have hereunder properly be paid. For purposes of this Agreement, the term “Person” shall mean any natural person, corporation, general or under applicable lawlimited partnership, limited liability company, firm, association, trust, government, governmental agency or any other entity, whether acting in an individual, fiduciary or other capacity.

Exculpation. Neither the Members, the Manager, the directors of the Company, the officers of the Company, their respective affiliates, Member nor any person who at any time shall serve, or shall have served, as a directorowner, officer, manager, director or employee of the Company or other agent of the Member shall be liable, responsible or accountable in damages or otherwise to the Company or the Member for any such Membersaction taken or failure to act (EVEN IF SUCH ACTION OR FAILURE TO ACT CONSTITUTED THE NEGLIGENCE OF A PERSON, Manager, directors, officers, or affiliates and who, in such capacity, shall engage, or shall have engaged, in activities INCLUDING THE PERSON FOR WHOM EXCULPATION IS SOUGHT HEREUNDER) on behalf of the Company within the scope of the authority conferred on the person described in this Agreement or by law unless such act or omission was performed or omitted fraudulently or constituted gross negligence or willful misconduct. To the extent that, at law or in equity, the Member or any owner, officer, manager, director or employee of the Company or the Member have duties (a “Specified Agent”including fiduciary duties) and liabilities relating to the Company, the Member or any owner, officer, manager, director or employee of the Company or the Member acting under this Agreement shall not be liable, in damages or otherwise, liable to the Company or to any the Member for, and neither for their reliance on the Company nor any Member shall take any action against such Members, Manager, directors, officers, affiliates or Specified Agent, in respect provisions of any loss which arises out this Agreement. The provisions of any acts or omissions performed or omitted by such person pursuant to the authority granted by this Agreement, to the extent that they expand or otherwise performed on behalf of restrict the Company, if such Member, Manager, directorduties and liabilities owed to the Company or the Member by the Member or any owner, officer, affiliatemanager, director or Specified Agent, as applicable, in good faith, determined that such course of conduct was in the best interests employee of the Company and within or the scope of authority conferred on such person by this Agreement Member otherwise existing at law or approved in equity, are agreed by the Manager. Each Member shall look solely to the assets of the Company for return of replace such Member’s investment, and if the property of the Company remaining after the discharge of the debts other duties and liabilities of the Company is insufficient to return such investment, each Member shall have no recourse against the Company, the other Members or their affiliates, except as expressly provided herein; provided, however, that the foregoing shall not relieve any Member or any owner, officer, manager, director or employee of the Manager of any fiduciary duty, duty of care Company or duty of fair dealing to the Members that it may have hereunder or under applicable lawMember.

Exculpation. Neither No Director or Officer or any Director or Officer who is or was serving at the Members, the Manager, the directors of the Company, the officers of the Company, their respective affiliates, nor any person who at any time shall serve, or shall have served, as a director, officer, employee or other agent of any such Members, Manager, directors, officers, or affiliates and who, in such capacity, shall engage, or shall have engaged, in activities on behalf request of the Company (as a “Specified Agent”) shall be liablemember, in damages or otherwise, to the Company or to any Member for, and neither the Company nor any Member shall take any action against such Members, Manager, directors, officers, affiliates or Specified Agent, in respect of any loss which arises out of any acts or omissions performed or omitted by such person pursuant to the authority granted by this Agreement, or otherwise performed on behalf of the Company, if such Member, Managermanager, director, officer, affiliatepartner, venturer, proprietor, trustee, employee, authorized person, agent, or Specified Agentsimilar functionary of another Person (an “Appointee”) shall be liable to the Company or any Member for monetary damages arising from any actions taken, or actions failed to be taken, in his or her capacity as such except for (a) liability for acts that involve a knowing violation of Law, (b) liability with respect to any transaction from which such Person derived an improper personal benefit and (c) liability from any breach of such Person’s duty of loyalty to the Company or breach of this Agreement, in each case as determined by a final, nonappealable order of a court of competent jurisdiction. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by Law, the Company or any Member, as applicable, shall bear the burden of establishing a prima facie case that a Director or Affiliate thereof breached the standard of care set forth above in good faiththis Section 8.1. In addition, determined that such course by resolution of conduct was in the best interests Members, the Company may, but is not obligated to, exculpate any employee or agent of the Company and within the scope of authority conferred on such person by this Agreement or approved by the Manager. Each Member shall look solely to the assets same degree that a Director or Officer is exculpated under this Section 8.1. Amended and Restated Limited Liability Company Agreement of the Company for return of such Member’s investmentAleAnna Energy, and if the property of the Company remaining after the discharge of the debts and liabilities of the Company is insufficient to return such investment, each Member shall have no recourse against the Company, the other Members or their affiliates, except as expressly provided herein; provided, however, that the foregoing shall not relieve any Member or the Manager of any fiduciary duty, duty of care or duty of fair dealing to the Members that it may have hereunder or under applicable law.LLC 24

Exculpation. Neither the Members, the (a) No Manager, Officer or Member, in any way, guarantees the directors return of any Members’ capital contributions or a profit for the Members from the operations of the Company. To the fullest extent permitted by Section 18-1101 of the Act, no Protected Person will be liable to the Company or any Member (in its capacity as such) for any loss 25776957.3325776957.34 35 WEIL:\96757130\2\36182.0003 Case 18-10584-MFW Doc 1078-5 Filed 10/12/18 Page 41 of 90 or damage sustained by the Company or any Member (in its capacity as such) except as specifically provided to the contrary in the immediately following sentence. To the maximum extent permitted by law, none of the Protected Persons shall be liable to the Company or its Members for any loss or damage resulting from any act or omission taken or suffered by such Protected Person in connection with the conduct of the affairs of the Company or otherwise in connection with this Agreement or the matters contemplated hereby, unless such loss or damage is incurred by reason of such Protected Person’s acts or omissions that constitute a bad faith violation of the implied contractual covenant of good faith and fair dealing or (i) with respect to any Member, breach by such Member of this Agreement, (ii) with respect to any Officer (in its capacity as such), any matter for which the personal liability of an officer of a Delaware corporation is not permitted to be eliminated under the Delaware General Corporation Law or (iii) with respect to any director, manager or officer (in each case, in its capacity as such) of any direct or indirect Subsidiary of the Company, any matter for which it is prohibited under applicable law or under the officers organizational documents of such Subsidiary to eliminate the Company, their respective affiliates, nor any person who at any time shall serve, or shall have served, as personal liability of a director, manager or officer, employee as the case may be. Any Protected Person or Officer may consult with legal counsel, accountants, advisors or other agent of any such Members, Manager, directors, officers, or affiliates similar persons with respect to the Company’s affairs and who, in such capacity, shall engage, or shall have engaged, in activities on behalf of the Company (a “Specified Agent”) shall be liable, fully protected and justified in damages or otherwise, to the Company or to any Member for, and neither the Company nor any Member shall take any action against such Members, Manager, directors, officers, affiliates or Specified Agent, in respect of any loss which arises out of any acts or omissions performed inaction that is taken or omitted by such person pursuant to the authority granted by this Agreement, or otherwise performed on behalf of the Company, if such Member, Manager, director, officer, affiliate, or Specified Agent, as applicable, in good faith, determined that in reliance upon and in accord with the opinion or advice of such course persons, provided they shall have been selected in good faith. The preceding sentence shall in no way limit any Person’s right to rely on information to the extent provided in Section 18-406 of conduct was in the best interests Act. (b) None of the Members, by reason of their execution of, or being subject to, this Agreement or their status as members of the Company and within the scope shall be responsible or liable for any Indebtedness, liability or obligation of authority conferred on such person by this Agreement any other Member incurred either before or approved by the Manager. Each Member shall look solely to the assets of the Company for return of such Member’s investment, and if the property of the Company remaining after the discharge execution of the debts and liabilities of the Company is insufficient to return such investment, each Member shall have no recourse against the Company, the other Members or their affiliates, except as expressly provided herein; provided, however, that the foregoing shall not relieve any Member or the Manager of any fiduciary duty, duty of care or duty of fair dealing to the Members that it may have hereunder or under applicable law.this Agreement

Exculpation. Neither (a) Notwithstanding anything to the contrary herein, no Manager, Officer or Member, in any way, guarantees the return of any Members’ capital contributions or a profit for the Members from the operations of the Company or otherwise. To the fullest extent permitted by Section 18-1101 of the Act, none of (i) the Managers, (ii) the Officers, (iii) the Members (including each Member appointing a Manager, whether in its capacity as such appointing Member or otherwise and each Third Party Indemnitor related to such Member and/or Manager), (iv) the Company Representative, in its capacity as such, or (v) any of the Managers’ or the Members, the Manager, the directors ’ respective Affiliates or any of the Company, the officers of the Company, their respective affiliates, nor any person who at any time shall serve, or shall have served, as a director, officer, employee or other agent of any such Members, Managerofficers, directors, officersemployees, partners, members, representatives or affiliates and whoequity holders (each, in such capacity, shall engage, or shall have engaged, in activities on behalf of the Company (a “Specified AgentProtected Person”) shall will be liable, in damages or otherwise, liable to the Company or to any Member for, and neither for any loss or damage sustained by the Company nor or any Member Member, except to the extent of such Protected Person’s fraud, gross negligence or willful misconduct (such fraud, gross negligence or willful misconduct having been determined by a final and non-appealable judgment entered by a court of competent jurisdiction). None of the Protected Persons shall take be liable to the Company or its Members for any loss or damage resulting from any act or omission taken or suffered by such Protected Person in connection with the conduct of the affairs of the Company or otherwise in connection with this Agreement or the matters contemplated hereby, except to the extent of such Protected Person’s fraud, gross negligence or willful misconduct (such fraud, gross negligence or willful misconduct having been determined by a final and non-appealable judgment entered by a court of competent jurisdiction). Any Protected Person or Officer may consult with legal counsel, accountants, advisors or other similar persons with respect to the Company’s affairs and shall be fully protected and justified in any action against such Members, Manager, directors, officers, affiliates or Specified Agent, in respect of any loss which arises out of any acts or omissions performed inaction that is taken or omitted by such person pursuant to the authority granted by this Agreement, or otherwise performed on behalf of the Company, if such Member, Manager, director, officer, affiliate, or Specified Agent, as applicable, in good faith, determined that such course of conduct was in reliance upon and in accord with the best interests of the Company and within the scope of authority conferred on such person by this Agreement opinion or approved by the Manager. Each Member shall look solely to the assets of the Company for return advice of such Member’s investment, and if the property of the Company remaining after the discharge of the debts and liabilities of the Company is insufficient to return such investment, each Member shall have no recourse against the Company, the other Members or their affiliates, except as expressly provided hereinpersons; provided, however, that such legal counsel, accountants, advisors or other similar persons shall have been selected in good faith. The preceding sentence shall in no way limit any Person’s right to rely on information to the foregoing extent provided in Section 18-406 of the Act. (b) None of the Members, by reason of their execution of this Agreement or their status as Members or equity holders of the Company shall not relieve be responsible or liable for any Member indebtedness, liability or the Manager obligation of any fiduciary duty, duty other Member incurred either before or after the execution of care or duty of fair dealing to the Members that it may have hereunder or under applicable lawthis Agreement.

Exculpation. Neither To the Membersfullest extent permitted by applicable law, no Debtor shall assert, and each Debtor hereby waives, any claim against the Manager, the directors Backstop Investors and each of the Company, the officers of the Company, their respective affiliates, nor any person who at any time shall serve, or shall have served, as a director, officer, employee or other agent of any such Members, Manager, directors, officers, or affiliates stockholders, employees, partners, members, managers, representatives, attorneys, other professional advisors and whoagents and all of their respective heirs, in such capacitysuccessors, shall engagelegal administrators, or shall have engagedpermitted assigns, in activities on behalf and each Person who (within the meaning of Section 15 of the Company (a “Specified Agent”Securities Act or Section 20 of the Exchange Act) shall be liable, in damages or otherwise, to controls any of the Company or to any Member for, Backstop Investors and neither the Company nor any Member shall take any action against such Members, Managerofficers, directors, officers, affiliates or Specified Agent, in respect agents and employees of any loss which such controlling Person (collectively, the “Exculpated Parties”), on any theory of liability, for special, indirect, consequential or punitive damages, as opposed to direct or actual damages (whether or not the claim therefor is based on Contract, tort or duty imposed by any applicable legal requirement) to the extent any such claim arises out of any acts or omissions performed or omitted by such person pursuant to the authority granted by this Agreementof, is in connection with, is a result of, or otherwise performed on behalf of the Companyis in any way related to, if such Member, Manager, director, officer, affiliate, or Specified Agent, as applicable, in good faith, determined that such course of conduct was in the best interests of the Company and within the scope of authority conferred on such person by this Agreement or approved by the Manager. Each Member shall look solely to the assets of the Company for return of such Member’s investmentRights Offering, and if the property of the Company remaining after the discharge of the debts Debtors hereby waive, release and liabilities of the Company is insufficient agree not to return xxx upon any such investmentclaim or any such damages, each Member shall have no recourse against the Companywhether or not accrued and whether or not known or suspected to exist in their favor (collectively, the other Members or their affiliates, except as expressly provided herein“Exculpated Claims”); provided, however, that the foregoing shall exculpation will not relieve any Member or the Manager of any fiduciary duty, duty of care or duty of fair dealing apply to Losses to the Members extent that it may they are found by a final, non-appealable judgment of a court of competent jurisdiction to have hereunder resulted from: (A) any material breach by any Exculpated Party of this Agreement; (B) any act or under failure to act by an Exculpated Party of bad faith, willful or intentional misconduct or gross negligence; or (C) any violation of applicable law.

Exculpation. Neither the Members, the No Manager, the directors of the Company, the officers of the Company, their respective affiliates, nor any person who at any time shall serve, or shall have served, as a director, officer, employee or other agent of any such Members, Manager, directors, officers, or affiliates and who, in such capacity, shall engage, or shall have engaged, in activities on behalf officer of the Company (a “Specified Agent”) or any Member, shall be liable, responsible, or accountable in damages or otherwise, otherwise to the Company or to any Member forby reason of, and neither or arising from, the Company nor any Member shall take operations, business, or affairs of, or any action against such Members, Manager, directors, officers, affiliates taken or Specified Agent, in respect of any loss which arises out of any acts or omissions performed or omitted by such person pursuant failure to the authority granted by this Agreement, or otherwise performed act on behalf of of, the Company, if such Member, Manager, director, officer, affiliate, or Specified Agent, as applicable, in good faith, determined except to the extent that such course of conduct was in the best interests any of the Company and within the scope foregoing is determined, by a final, nonappealable order of authority conferred on such person a court of competent jurisdiction (or by this Agreement or any other means approved by the Manager. Each Member Managers) to have been primarily caused by any Cause of such person; provided that if the Cause of any person claiming exculpation shall look solely consist of a conviction of or plea of no contest to a felony, then such person shall not be entitled to exculpation unless it is determined, by final, nonappealable order of a court of competent jurisdiction (or by any other means approved by the assets Managers) that exculpation should be granted in whole or part or that such Cause was not the primary cause of any of the Company matters for return of such Member’s investmentwhich exculpation is being sought. THE MEMBERS RECOGNIZE THAT THIS PROVISION SHALL RELIEVE ANY SUCH PERSON FROM ANY AND ALL LIABILITIES, and if the property of the Company remaining after the discharge of the debts and liabilities of the Company is insufficient to return such investmentOBLIGATIONS, each Member shall have no recourse against the CompanyDUTIES, the other Members or their affiliatesCLAIMS, except as expressly provided herein; provided, however, that the foregoing shall not relieve any Member or the Manager of any fiduciary duty, duty of care or duty of fair dealing to the Members that it may have hereunder or under applicable lawACCOUNTS AND CAUSES OF ACTION WHATSOEVER ARISING OR TO ARISE OUT OF ANY ORDINARY NEGLIGENCE BY ANY SUCH PERSON.

Exculpation. Neither the Members, the Manager, the directors of the Company, the officers of the Company, their respective affiliates, nor any person who at any time shall serve, or shall have served, as a director, officer, employee or other agent of any such Members, Manager, directors, officers, or affiliates and who, in such capacity, shall engage, or shall have engaged, in activities on behalf of the Company (a “Specified Agent”) No Indemnified Person shall be liable, in damages or otherwise, to the Company Company, any of its Subsidiaries, or to any Member for, and neither the Company nor any Member shall take any action against such Members, Manager, directors, officers, affiliates or Specified Agent, in respect of for any loss which that arises out of any acts or omissions act performed or omitted to be performed by such person it or him pursuant to the authority granted by this AgreementAgreement if (a) either (i) the Indemnified Person, at the time of such action or otherwise performed on behalf of the Companyinaction, if such Member, Manager, director, officer, affiliate, or Specified Agent, as applicablebelieved, in good faith, determined that such Indemnified Person's course of conduct was in in, or not opposed to, the best interests of the Company and within its Subsidiaries or (ii) in the scope case of authority conferred on such person by this Agreement or approved inaction by the Manager. Each Member shall look solely Indemnified Person, the Indemnified Person did not intend such Indemnified Person's inaction to be harmful or opposed to the assets best interests of the Company for return of such Member’s investment, or its Subsidiaries and if (b) the property conduct of the Company remaining after the discharge of the debts and liabilities of the Company is insufficient to return Indemnified Person did not constitute fraud, gross negligence or willful misconduct by such investment, each Member shall have no recourse against the Company, the other Members or their affiliates, except as expressly provided hereinIndemnified Person; provided, however, that nothing in this Section 6.2 shall be deemed to affect the foregoing fiduciary duties of a member of the Board of Managers. No Indemnified Person shall not relieve be liable, in damages or otherwise, to the Company, any Member, Holdings, any of its Subsidiaries, the General Partner or to any Limited Partner for any loss that arises out the exercise of rights contained in this Agreement or the Holdings LP Agreement by such Indemnified Person acting in its respective capacity as a Member or Limited Partner of the Manager of any fiduciary duty, duty of care Company or duty of fair dealing to the Members that it may have hereunder or under applicable lawHoldings.

Exculpation. Neither Subject to Section 8.5, but notwithstanding any other provisions of this Agreement (whether express or implied) or obligation or duty at law or in equity, to the Membersfullest extent permitted by applicable law, no Covered Person shall be liable to another Member, the ManagerCompany or any other Person (including any creditor or claimant of the Company or any of its Subsidiaries) for any losses, the directors of claims, damages or liabilities arising from any judgment or act or omission performed or omitted to be performed by a Covered Person in connection with the Company, nor shall any Covered Person be liable to any Member, the officers Company or any other Person for any judgment, action or inaction of the Company, their respective affiliates, nor any person who at any time shall serve, or shall have served, as a director, officer, employee or other agent of the Company except, (i) in each case, to the extent that it shall have been determined by a final, non-appealable decision by a court of competent jurisdiction that any such Memberslosses, Managerclaims, directorsdamages or liabilities are attributable to such Covered Person’s (x) acts or omissions not in good faith or which involve intentional misconduct or gross negligence or (y) material breach of this Agreement, officers, or affiliates and who, (ii) in such capacity, shall engage, or shall have engaged, in activities on behalf the case of any officer of the Company (a “Specified Agent”) shall be liableother than the Chairman), in damages any employee of the Company or otherwiseany Executive Manager (but not any other manager), to the Company extent that it shall have been determined by a final, non-appealable decision by a court of competent jurisdiction that any such losses, claims, damages or liabilities (A) are attributable to any Member forsuch employee’s, and neither officer’s or Executive Manager’s breach of the Company nor any Member shall take any action against such Members, Manager, directors, officers, affiliates or Specified Agent, in respect duty of any loss which arises out of any acts or omissions performed or omitted by such person pursuant loyalty to the authority granted by this Agreement, or otherwise performed on behalf of the Company, if such Member, Manager, director, officer, affiliate, or Specified Agent, as applicable, in good faith, determined that such course of conduct was in the best interests of the Company and within the scope of authority conferred on such person by this Agreement or approved by the Manager. Each Member shall look solely to the assets of the Company for return of such Member’s investment, and if the property of the Company remaining after the discharge of the debts and liabilities of the Company is insufficient to return such investment, each Member shall have no recourse against the Company, the other Members or their affiliates, except as expressly provided herein; provided, however, that the foregoing shall not relieve any Member or the Manager of any fiduciary duty, duty of care or duty of fair dealing to the Members that it may have hereunder or under applicable law.confidential confidential

Exculpation. Neither (a) Subject to Section 7.3(c), no Manager, officer of the Company or any of its direct or indirect Subsidiaries, or Member, in any way, guarantees the return of any Members’ capital contributions or a profit for the Members from the operations of the Company. To the fullest extent permitted by Section 18-1101 of the Act, none of the Members, the ManagerManagers, the directors of the Company, the officers of the CompanyCompany or any of its direct or indirect Subsidiaries, any of their respective affiliatesAffiliates, nor any person who at any time shall serve, or shall have served, as a director, officer, employee or other agent of any such Members, Managertheir respective officers, directors, officersemployees, partners, members, representatives or affiliates and whoequityholders (each, a “Protected Person”) will be liable to any other officer, the Company or any Member for any loss or damage sustained by the Company or any Member except as specifically provided to the contrary in such capacitythe immediately following sentence. Subject to Section 7.3(c), shall engage, or shall have engaged, in activities on behalf none of the Company (a “Specified Agent”) Protected Persons shall be liable, in damages or otherwise, liable to the Company or to its Members for any Member for, and neither loss or damage resulting from any act or omission taken or suffered by such Protected Person in connection with the conduct of the affairs of the Company nor any Member shall take any action against or otherwise in connection with this Agreement or the matters contemplated hereby, unless such Members, Manager, directors, officers, affiliates loss or Specified Agent, in respect damage is incurred by reason of any loss which arises out of any such Protected Person’s acts or omissions performed that constitute a bad faith violation of the implied contractual covenant of good faith and fair dealing. Any Protected Person or officer may consult with legal counsel, accountants, advisors or other similar persons with respect to the Company’s affairs and shall be fully protected and justified in any action or inaction that is taken or omitted by such person pursuant to the authority granted by this Agreement, or otherwise performed on behalf of the Company, if such Member, Manager, director, officer, affiliate, or Specified Agent, as applicable, in good faith, determined that in reliance upon and in accord with the opinion or advice of such course persons, provided they shall have been selected in good faith. The preceding sentence shall in no way limit any Person’s right to rely on information to the extent provided in Section 18-406 of conduct was in the best interests Act. (b) None of the Members, by reason of their execution of this Agreement or their status as members of the Company and within the scope shall be responsible or liable for any indebtedness, liability or obligation of authority conferred on such person by this Agreement any other Member incurred either before or approved by the Manager. Each Member shall look solely to the assets of the Company for return of such Member’s investment, and if the property of the Company remaining after the discharge execution of the debts and liabilities of the Company is insufficient to return such investment, each Member shall have no recourse against the Company, the other Members or their affiliates, except as expressly provided herein; provided, however, that the foregoing shall not relieve any Member or the Manager of any fiduciary duty, duty of care or duty of fair dealing to the Members that it may have hereunder or under applicable lawthis Agreement.