Common use of Liability of Indemnitees Clause in Contracts

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders or any other Person for losses sustained or liabilities incurred as a result of any act or omission constituting a breach of such Indemnitee's fiduciary duty, in the event that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such conduct was unlawful. (b) Subject to its obligations and duties as set forth in this Article 5, 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) Any amendment, modification or repeal of this Section 5.10 or any provision hereof shall be prospective only and shall not in any way affect the limitations on liability under this Section 5.10 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, the Partnership Agreement or any Group Member Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Members or any other Person bound by this Agreement, for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered by a court of such Indemnitee's fiduciary duty, in the event that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, andcompetent jurisdiction determining that, with respect to any the matter in question, the Indemnitee acted in bad faith or engaged in intentional fraud, willful misconduct (including a willful breach of this Agreement) or, in the case of a criminal proceedingmatter, had no reasonable cause to believe such acted with knowledge that the Indemnitee’s conduct was unlawful. (b) Subject to its obligations and duties as any limitations set forth in this Article 5Articles VII and VIII, the Board of Directors and any committee thereof or Members representing a Majority Interest, 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 the Company's ’s Officers or agents, and neither the Board of Directors nor any committee thereof nor such Members shall 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 or any committee thereof in good faithBoard. (c) Any Except as expressly set forth in this Agreement, no Member or any other Indemnitee shall have any duties or liabilities, including fiduciary duties, to the Company or any Member, notwithstanding any duty otherwise existing at law or in equity, and the provisions of this Agreement, to the extent that they restrict, eliminate or otherwise modify the duties and liabilities, including fiduciary duties, of the Members or any other Indemnitee otherwise existing under Applicable Law or in equity, are agreed by the Members to replace such other duties and liabilities of the Members and such other Indemnitee. (d) No amendment, modification or repeal of this Section 5.10 10.2 or any provision hereof shall be prospective only and shall not in any way manner affect the limitations on the liability of any Indemnitee under this Section 5.10 10.2 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Members or any other Person for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered by a court of such Indemnitee's fiduciary dutycompetent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the event case of a criminal matter, acted with knowledge that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawfulcriminal. (b) Subject to its obligations and duties as set forth in this Article 56, 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 ’s Officers or 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 Officer or agent appointed by the Board of Directors or any committee thereof in good faith. (c) Any amendment, modification or repeal of this Section 5.10 6.07 or any provision hereof shall be prospective only and shall not in any way affect the limitations on liability under this Section 5.10 6.07 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement or the Partnership Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Sole Member or any other Person Persons who have acquired interests in the Company, for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered by a court of such Indemnitee's fiduciary dutycompetent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or, in the event case of a criminal matter, acted with knowledge that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawfulcriminal. (b) Subject To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to its obligations the Company or to the Sole Member and duties as set forth any other Indemnitee acting in this Article 5connection with the Company’s business or affairs, such Indemnitee shall not be liable to the Company, the Board of Directors and Sole Member or 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 other Indemnitee for any misconduct or negligence its good faith reliance on the part provisions of any such agent appointed by the Board of Directors or any committee thereof in good faiththis Agreement. (c) Any amendment, modification or repeal of this Section 5.10 or any provision hereof 5.11 shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 5.10 5.11 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Members or any other Person for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered in a court of such Indemnitee's fiduciary dutycompetent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the event case of a criminal matter, acted with knowledge that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawfulcriminal. (b) Subject to its obligations and duties as set forth in this Article 5Sections 12 and 13, 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 ’s Officers or 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 Officer or agent appointed by the Board of Directors or any committee thereof in good faith. (c) Any amendment, modification or repeal of this Section 5.10 17 or any provision hereof shall be prospective only and shall not in any way affect the limitations on liability under this Section 5.10 17 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement or the Partnership Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Members or any other Person bound by this Agreement, for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered by a court of such Indemnitee's fiduciary duty, in the event that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, andcompetent jurisdiction determining that, with respect to any the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal proceedingmatter, had no reasonable cause to believe such acted with knowledge that the Indemnitee’s conduct was unlawfulcriminal. (b) Subject to its obligations and duties as set forth in this Article 5VII, 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 ’s officers or 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 officer or agent appointed by the Board of Directors or any committee thereof in good faith. (c) Any Except as expressly set forth in this Agreement, no Member or any other Indemnitee shall have any duties or liabilities, including fiduciary duties, to the Company or any other Member or any other Person bound by this Agreement, and the provisions of this Agreement, to the extent that they restrict, eliminate or otherwise modify the duties and liabilities, including fiduciary duties, of the Members 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 Members and such other Indemnitee. (d) No amendment, modification or repeal of this Section 5.10 9.2 or any provision hereof shall be prospective only and shall not in any way manner affect the limitations on the liability of any Indemnitee under this Section 5.10 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement or the Partnership Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Member or any other Person Persons who have acquired interests in the Company, for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered by a court of such Indemnitee's fiduciary dutycompetent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the event case of a criminal matter, acted with knowledge that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawfulcriminal. (b) Subject To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to its obligations and duties as set forth in this Article 5, the Board of Directors Partnership or to the Partners and any committee thereof may exercise other Indemnitee acting in connection with the Partnership’s business or affairs shall not be liable to the Partnership or to 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 Partner for any misconduct or negligence its good faith reliance on the part provisions of any such agent appointed by the Board of Directors or any committee thereof in good faiththis Agreement. (c) Any amendment, modification or repeal of this Section 5.10 or any provision hereof 5.11 shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 5.10 5.11 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Members or any other Person Persons who have acquired interests in a Membership Interest or is otherwise bound by this Agreement, for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered by a court of such Indemnitee's fiduciary dutycompetent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct, or, in the event case of a criminal matter, acted with knowledge that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawful. In the case where an Indemnitee is liable for damages, those damages shall only be direct damages and shall not include punitive damages, consequential damages, or lost profits. (b) Subject to its obligations and duties as set forth in this Article 5, the Board of Directors and any committee thereof The Managing Member 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 its agents, and neither the Board of Directors nor any committee thereof Managing Member shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Board of Directors or any committee thereof Managing Member 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, the Members, any Person who acquires an interest in a Membership Interest, or is otherwise bound by this Agreement, the Managing Member and any other Indemnitee acting in connection with the Company’s business or affairs shall not be liable, to the fullest extent permitted by law, to the Company, the Members, any Person who acquires an interest in a Membership Interest or is otherwise bound by this Agreement, for its reliance on the provisions of this Agreement. (d) Any amendment, modification modification, or repeal of this Section 5.10 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 5.10 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 modification, or repeal, regardless of when such claims may arise or be asserted.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Sole Member or any other Person Persons who have acquired interests in the Company or are otherwise bound by this Agreement, for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered by a court of such Indemnitee's fiduciary dutycompetent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the event case of a criminal matter, acted with knowledge that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawfulcriminal. (b) Subject 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 its obligations members, the Sole Member and duties any other Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or to any of its members for its good faith reliance on the provisions of this Agreement. (c) Except as expressly set forth in this Article 5Agreement or required by the Act, neither the Board of Directors and Sole Member nor any committee thereof may exercise other Indemnitee shall have any duties or liabilities, including fiduciary duties, to the Company or any of the powers granted to it its members or other Persons bound by this Agreement and perform any the provisions of this Agreement, to the extent that they restrict, eliminate or otherwise modify the duties and liabilities, including fiduciary duties, 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 Sole Member or any committee thereof other Indemnitee otherwise existing at law or in good faithequity, shall replace such other duties and liabilities of the Sole Member or such other Indemnitee. (cd) Any amendment, modification or repeal of this Section 5.10 or any provision hereof 4.4 shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 5.10 4.4 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, the Partnership Agreement or any Group Member Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Partnership, the Members or any other Person bound by this Agreement, for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered by a court of such Indemnitee's fiduciary dutycompetent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the event case of a criminal matter, acted with knowledge that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawful. (b) Subject to its obligations and duties as set forth in this Article 5VII, 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 ’s Officers or 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 Officer or agent appointed by the Board of Directors or any committee thereof in good faith. (c) Except as expressly set forth in this Agreement, no Member or any other Indemnitee shall have any duties or liabilities, including fiduciary duties, to the Company or any Member, notwithstanding any duty otherwise existing at law or in equity, and the provisions of this Agreement, to the extent that they restrict, eliminate or otherwise modify the duties and liabilities, including fiduciary duties, of the Members or any other Indemnitee otherwise existing under Applicable Law or in equity, are agreed by the Members to replace such other duties and liabilities of the Members and such other Indemnitee. (d) Any amendment, modification or repeal of this Section 5.10 9.2 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 5.10 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Members or any other Person for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered in a court of such Indemnitee's fiduciary dutycompetent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the event case of a criminal matter, acted with knowledge that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawfulcriminal. (b) Subject to its obligations and duties as set forth in this Article 56, 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 ’s Officers or 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 Officer or agent appointed by the Board of Directors or any committee thereof in good faith. (c) Any amendment, modification or repeal of this Section 5.10 6.07 or any provision hereof shall be prospective only and shall not in any way affect the limitations on liability under this Section 5.10 6.07 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the CompanyPartnership, the Shareholders Limited Partners or any other Person Persons who have acquired interests in the Partnership Securities, for losses sustained any losses, claims, damages, liabilities, joint or liabilities incurred several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising as a result of any act or omission constituting a of an Indemnitee, or for any breach of such Indemnitee's contract (including breach of this Agreement) or any breach of duties (including breach of fiduciary dutyduties) whether arising hereunder, at law, in equity or otherwise, unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the event that such a duty is found to existmatter in question, if such the Indemnitee acted in good bad faith and or engaged in the manner which such Indemnitee reasonably believed to be in, fraud or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such conduct was unlawfulwillful misconduct. (b) Subject to its obligations and duties as set forth in this Article 5, the Board of Directors and any committee thereof The General Partner 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 its agents, and neither the Board of Directors nor any committee thereof General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Board of Directors or any committee thereof General Partner in good faith. (c) Any amendment, modification or repeal of this Section 5.10 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 5.10 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, and provided such Person became an Indemnitee hereunder prior to such amendment, modification or repeal.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Member or any other Person Persons who have acquired equity interests in the Company, for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered by a court of such Indemnitee's fiduciary dutycompetent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the event case of a criminal matter, acted with knowledge that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawfulcriminal. (b) Subject to its their obligations and duties as Directors set forth in this Article 5Section 7.1 and the last sentence of Section 7.6, 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 its agents and through the officers of the Company's agents, and neither the Board of Directors nor any committee thereof shall not be responsible for any misconduct or negligence on the part of any such agent or officer appointed by the Board of Directors or any committee thereof 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 Member, 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 the Member for its good faith reliance on the provisions of this Agreement. (d) Any amendment, modification or repeal of this Section 5.10 9.2 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 5.10 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.

Liability of Indemnitees. (a) 11.2.1 Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Member or any other Person person bound by this Agreement, for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered by a court of such Indemnitee's fiduciary duty, in the event that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, andcompetent jurisdiction determining that, with respect to any the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal proceedingmatter, had no reasonable cause to believe such acted with knowledge that the Indemnitee’s conduct was unlawfulcriminal. (b) 11.2.2 Subject to its obligations and duties as set forth in this Article 52, 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 ’s officers or 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 officer or agent appointed by the Board of Directors or any committee thereof in good faith. (c) Any 11.2.3 Except as expressly set forth in this Agreement, no Member or any other Indemnitee shall have any duties or liabilities, including fiduciary duties, to the Company or any other Member and the provisions of this Agreement, to the extent that they restrict, eliminate or otherwise modify the duties and liabilities, including fiduciary duties, of the Member or any other Indemnitee otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of the Member and such other Indemnitee. 11.2.4 No amendment, modification or repeal of this Section 5.10 11.2 or any provision hereof shall be prospective only and shall not in any way manner affect the limitations on the liability of any Indemnitee under this Section 5.10 11.2 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement or the Partnership Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Sole Member or any other Person Persons who have acquired interests in the Company or is otherwise bound by this Agreement, for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered by a court of such Indemnitee's fiduciary dutycompetent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or, in the event case of a criminal matter, acted with knowledge that such a duty is found to existthe Indemnitee’s conduct was unlawful. The Sole Member, if such Indemnitee acted in good faith and any other Person who acquires an interest in the manner which such Indemnitee reasonably believed to be inCompany or any other Person bound by this Agreement, or not opposed to, the best interests each on their own behalf and on behalf of the Company, andwaives any and all rights to claim punitive damages or damages based upon the federal, with respect to state or local income taxes paid or payable by any criminal proceeding, had no reasonable cause to believe such conduct was unlawfulPerson. (b) Subject To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to its obligations and duties as set forth the Company, to the Sole Member or any other Persons who have acquired interests in this Article 5, the Board of Directors and any committee thereof may exercise any of the powers granted to it Company or are otherwise bound by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through other Indemnitee acting in connection with the Company's agents’s business or affairs shall not be liable, and neither to the Board of Directors nor fullest extent permitted by law, to the Company, the Sole Member or any committee thereof shall be responsible other Persons who have acquired interests in the Company or are otherwise bound by this Agreement, for any misconduct or negligence their reliance on the part provisions of any such agent appointed by the Board of Directors or any committee thereof in good faiththis Agreement. (c) Any amendment, modification or repeal of this Section 5.10 6.2 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 5.10 6.2 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement or the MLP Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Members, the MLP, the Assignees or any other Person Persons who have acquired interests in the Company or MLP Securities, for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered by a court of such Indemnitee's fiduciary dutycompetent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or gross negligence or, in the event case of a criminal matter, acted with knowledge that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawfulcriminal. (b) Subject to its obligations and duties as set forth in this Article 5Section 8.1(a), the Company 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 its agents, and neither the Company Board of Directors nor any committee thereof shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Company Board of Directors or any committee thereof 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 Company Board 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 otherwise modify the 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 5.10 8.7 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 5.10 8.7 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) No Member shall have any duty to the Company or any Member of the Company except as expressly set forth herein or in other written agreements. No Member, Manager or Officer of the Company shall be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member (including without limitation as a result of its investment in the Company), unless the loss or damage shall have been the result of gross negligence, fraud or intentional misconduct by the Member, Manager or Officer in question or, in the case of an Officer, breach of such Person’s duties pursuant to Section 8.2(c). In performing his or her duties, each such Person shall be entitled to rely in good faith on the provisions of this Agreement and on information, opinions, reports or statements (including financial statements and information, opinions, reports or statements as to the value or amount of the assets, liabilities, profits or losses of the Company or any facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid) of the following other Persons or groups: one or more Officers or employees of the Company, any attorney, independent accountant, appraiser or other expert or professional employed or engaged by or on behalf of the Company, the Company Board or any other Person who has been selected with reasonable care by or on behalf of the Company or the Company Board, in each case as to matters which such relying Person reasonably believes to be within such other Person’s competence. 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 the Act. No Member, Manager or Officer of the Company shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation or liability of the Company, whether that liability or obligation arises in contract, tort or otherwise, solely by reason of being a Member, Manager or Officer of the Company or any combination of the foregoing. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Member, Manager or Officer otherwise existing at law or in equity, are agreed by each of the Members to modify to that extent such duties and liabilities of the Members, Managers or Officers.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement or the Partnership Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Partnership, the Members or any other Person bound by this Agreement, for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered by a court of such Indemnitee's fiduciary dutycompetent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the event case of a criminal matter, acted with knowledge that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawfulcriminal. (b) Subject to its obligations and duties as set forth in this Article 5, the 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 ’s officers or 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 officer or agent appointed by the Board of Directors or any committee thereof in good faith. (c) Any amendmentTo the extent that, modification at law or repeal in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or to the Members, the Members 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 Section 5.10 Agreement, and the provisions of this Agreement, to the extent that they restrict, eliminate or otherwise modify the duties and liabilities, including fiduciary duties, of the Members or any provision hereof shall be prospective only and shall not in any way affect the limitations on liability under this Section 5.10 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.other

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, any Group Member Agreement, under the Xxxxxxxx Islands Act or any other law, rule or regulation or at equity, to the fullest extent allowed by law, no Indemnitee or any of its employees or Persons acting on its behalf shall be liable for monetary damages to the Company, the Shareholders Members or any other Person Persons who have acquired an interest in a Membership Interest or are otherwise bound by this Agreement, for losses sustained or liabilities incurred incurred, of any kind or character, as a result of any act or omission constituting of an Indemnitee or any of its employees or Persons acting on its behalf unless there has been a breach final and non-appealable judgment entered by a court of such Indemnitee's fiduciary dutycompetent jurisdiction determining that, in respect of the matter in question, the Indemnitee or any of its employees or Persons acting on its behalf acted in bad faith or engaged in fraud or willful misconduct and, in the event case of a criminal matter, acted with knowledge that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such conduct was unlawful. (b) Subject to its their obligations and duties as set forth in this Article 5, members of the Board of Directors and any committee thereof set forth in Section 7.1(a), members of the Board of Directors may exercise any of the powers granted to it by this Agreement them and perform any of the duties imposed upon it them hereunder either directly or by or through the Company's its agents, and neither the members of the Board of Directors nor any committee thereof shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Board of Directors or any committee thereof if such appointment was not made in good bad faith. (c) To the extent that, at law or in equity, an Indemnitee or any of its employees or Persons acting on its behalf has duties (including fiduciary duties) and liabilities relating thereto to the Company, to the Members, or to any other Persons who have acquired an interest in a Membership Interest or are otherwise bound by this Agreement, the Transocean Member and any other Indemnitee or any of its employees or Persons acting on its behalf acting in connection with the Company’s business or affairs shall not be liable to the Company, to any Member or to any other Persons who have acquired an interest in a Membership Interest or are otherwise bound by this Agreement for its good faith reliance on the provisions of this Agreement. (d) Any amendment, modification or repeal of this Section 5.10 7.16 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of an Indemnitee or any of its employees or Persons acting on its behalf under this Section 5.10 7.16 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Sole Member or any other Person bound by this Agreement for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered by a court of such Indemnitee's fiduciary dutycompetent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the event case of a criminal matter, acted with knowledge that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawfulcriminal. (b) Subject to its obligations and duties as set forth in this Article 5V, 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 ’s Officers or 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 Officer or agent appointed by the Board of Directors or any committee thereof in good faith. (c) Any amendment, modification or repeal of this Section 5.10 or any provision hereof shall be prospective only and shall not in any way affect the limitations on liability under this Section 5.10 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement or the Partnership Agreement or any Group Member Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Members or any other Person bound by this Agreement, for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered by a court of such Indemnitee's fiduciary duty, in the event that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, andcompetent jurisdiction determining that, with respect to any the matter in question, the Indemnitee acted in bad faith or engaged in intentional fraud, willful misconduct (including a willful breach of this Agreement) or, in the case of a criminal proceedingmatter, had no reasonable cause to believe such acted with knowledge that the Indemnitee’s conduct was unlawfulcriminal. (b) Subject to its obligations and duties as any limitations set forth in this Article 5VII and Article VIII, the Board of Directors and any committee thereof or Members representing a Majority Interest, 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 the Company's ’s Officers or agents, and neither the Board of Directors nor any committee thereof nor such Members shall 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 or any committee thereof in good faithMembers representing a Majority Interest, as applicable. (c) Any Except as expressly set forth in this Agreement, no Member or any other Indemnitee shall have any duties or liabilities, including fiduciary duties, to the Company or any Member, notwithstanding any duty otherwise existing at law or in equity, and the provisions of this Agreement, to the extent that they restrict, eliminate or otherwise modify the duties and liabilities, including fiduciary duties, of the Members or any other Indemnitee otherwise existing under Applicable Law or in equity, are agreed by the Members to replace such other duties and liabilities of the Members and such other Indemnitee. (d) No amendment, modification or repeal of this Section 5.10 9.2 or any provision hereof shall be prospective only and shall not in any way manner affect the limitations on the liability of any Indemnitee under this Section 5.10 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, the Partnership Agreement or any Group Member Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Members or any other Person bound by this Agreement, for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered by a court of such Indemnitee's fiduciary duty, in the event that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, andcompetent jurisdiction determining that, with respect to any the matter in question, the Indemnitee acted in bad faith or engaged in intentional fraud, willful misconduct (including a willful breach of this Agreement) or, in the case of a criminal proceedingmatter, had no reasonable cause to believe such acted with knowledge that the Indemnitee’s conduct was unlawfulcriminal. (b) Subject to its obligations and duties as any limitations set forth in this Article 5VII and Article VIII, the Board of Directors and any committee thereof or Members representing a Majority Interest, 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 the Company's ’s Officers or agents, and neither the Board of Directors nor any committee thereof nor such Members shall 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 or any committee thereof in good faithMembers representing a Majority Interest, as applicable. (c) Any Except as expressly set forth in this Agreement, no Member or any other Indemnitee shall have any duties or liabilities, including fiduciary duties, to the Company or any Member, notwithstanding any duty otherwise existing at law or in equity, and the provisions of this Agreement, to the extent that they restrict, eliminate or otherwise modify the duties and liabilities, including fiduciary duties, of the Members or any other Indemnitee otherwise existing under Applicable Law or in equity, are agreed by the Members to replace such other duties and liabilities of the Members and such other Indemnitee. (d) No amendment, modification or repeal of this Section 5.10 9.2 or any provision hereof shall be prospective only and shall not in any way manner affect the limitations on the liability of any Indemnitee under this Section 5.10 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Members, the Assignees or any other Person Persons who have acquired interests in the Company, for losses sustained or liabilities incurred as a result of any act or omission constituting a breach of such Indemnitee's fiduciary duty, in the event that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such conduct was unlawfulfaith. (b) Subject to its obligations and duties as Manager set forth in this Article 5Section 7.1(a), the Board of Directors and any committee thereof Manager 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 its agents, and neither the Board of Directors nor any committee thereof Manager shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Board of Directors or any committee thereof Manager 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 Manager 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 otherwise modify the 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 5.10 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability to the Company, the Members, the Manager, and the Company's and Manager's directors, officers and employees under this Section 5.10 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.

Liability of Indemnitees. (a) No Indemnitee shall be personally liable for the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise. (b) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Member or any other Person who has acquired an interest in the Company, for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered by a court of such Indemnitee's fiduciary dutycompetent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the event case of a criminal matter, acted with knowledge that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawful. (b) Subject to its obligations and duties as set forth in this Article 5, 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 faithcriminal. (c) To the full extent that the Act permits the limitation or elimination of liability of Directors, a Director shall not be liable to the Company or its Members for monetary damages for breach of fiduciary duty as a Director. To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company, such Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or to the Member for its good faith reliance on the provisions of this Agreement. (d) Any amendment, modification or repeal of this Section 5.10 Article VI or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 5.10 Article VI 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement or the MLP Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Sole Member or any other Person Persons who have acquired interests in MLP Securities, or any securities issued by the OLP, for losses sustained or liabilities incurred as a result of any act or omission constituting a breach of such Indemnitee's fiduciary duty, in the event that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such conduct was unlawfulfaith. (b) Subject to its obligations and duties as set forth in this Article 5Section 5.1(a), the Board of Directors and any committee thereof Sole Member 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 its agents, and neither the Board of Directors nor any committee thereof Sole Member shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Board of Directors or any committee thereof Sole Member in good faith. (c) Any amendment, modification or repeal of this Section 5.10 5.5 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 5.10 5.5 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.. FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HEP LOGISTICS GP, L.L.C. 12 <PAGE> Section

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Members, the Managing Member or any other Person for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered in a court of such Indemnitee's fiduciary dutycompetent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the event case of a criminal matter, acted with knowledge that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee's conduct was unlawfulcriminal. (b) Subject to its obligations and duties as set forth in this Article 57, the Board of Directors and any committee thereof Managing Member 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 officers or agents, and neither the Board of Directors nor any committee thereof Managing Member shall not be responsible for any misconduct or negligence on the part of any such officer or agent appointed by the Board of Directors or any committee thereof Managing Member in good faith. (c) Any amendment, modification or repeal of this Section 5.10 or any provision hereof 7.6 shall be prospective only and shall not in any way affect the limitations on liability under this Section 5.10 7.6 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, the Partnership Agreement or any Group Member Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Members or any other Person bound by this Agreement, for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non- appealable judgment entered by a court of such Indemnitee's fiduciary duty, in the event that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, andcompetent jurisdiction determining that, with respect to any the matter in question, the Indemnitee acted in bad faith or engaged in intentional fraud, willful misconduct (including a willful breach of this Agreement) or, in the case of a criminal proceedingmatter, had no reasonable cause to believe such acted with knowledge that the Indemnitee’s conduct was unlawfulcriminal. (b) Subject to its obligations and duties as any limitations set forth in this Article 5VII and Article VIII, the Board of Directors and any committee thereof or Members representing a Majority Interest, 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 the Company's ’s Officers or agents, and neither the Board of Directors nor any committee thereof nor such Members shall 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 or any committee thereof in good faithMembers representing a Majority Interest, as applicable. (c) Any Except as expressly set forth in this Agreement, no Member or any other Indemnitee shall have any duties or liabilities, including fiduciary duties, to the Company or any Member, notwithstanding any duty otherwise existing at law or in equity, and the provisions of this Agreement, to the extent that they restrict, eliminate or otherwise modify the duties and liabilities, including fiduciary duties, of the Members or any other Indemnitee otherwise existing under Applicable Law or in equity, are agreed by the Members to replace such other duties and liabilities of the Members and such other Indemnitee. (d) No amendment, modification or repeal of this Section 5.10 9.2 or any provision hereof shall be prospective only and shall not in any way manner affect the limitations on the liability of any Indemnitee under this Section 5.10 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Members or any other Person for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered by a court of such Indemnitee's fiduciary dutycompetent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the event case of a criminal matter, acted with knowledge that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawfulcriminal. (b) Subject to its obligations and duties as set forth in this Article 56, 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 ’s Officers or 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 Officer or agent appointed by the Board of Directors or any committee thereof in good faith. (c) Any amendment, modification or repeal of this Section 5.10 6.07 or any provision hereof shall be prospective only and shall not in any way affect the limitations on liability under this Section 5.10 6.07 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 may be asserted.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the CompanyPartnership, the Shareholders Limited Partners or any other Person Persons who have acquired interests in Partnership Securities, for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered by a court of such Indemnitee's fiduciary dutycompetent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the event case of a criminal matter, acted with knowledge that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawfulcriminal. (b) Subject to its obligations and duties as General Partner set forth in this Article 5Section 7.1(a), the Board of Directors and any committee thereof General Partner 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 its agents, and neither the Board of Directors nor any committee thereof General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Board of Directors or any committee thereof General Partner in good faith. (c) Any amendment, modification or repeal of this Section 5.10 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 5.10 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement or the Partnership Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Partnership, the Members or any other Person bound by this Agreement, for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered by a court of such Indemnitee's fiduciary duty, in the event that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, andcompetent jurisdiction determining that, with respect to any the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal proceedingmatter, had no reasonable cause to believe such acted with knowledge that the Indemnitee’s conduct was unlawfulcriminal. (b) Subject to its obligations and duties as set forth in this Article 5VII, 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 ’s officers or 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 officer or agent appointed by the Board of Directors or any committee thereof in good faith. (c) Any Except as expressly set forth in this Agreement, no Unrestricted Person, Member or any other Indemnitee shall have any duties or liabilities, including fiduciary duties, to the Company or any other Member and the provisions of this Agreement, to the extent that they restrict, eliminate or otherwise modify the duties and liabilities, including fiduciary duties, of the Members or any other Unrestricted Person or Indemnitee otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of the Members and such other Indemnitee. Each Member and any other Person who becomes a Member or any other Person who is bound by this Agreement shall be deemed to have expressly approved this Section 9.2(c). (d) No amendment, modification or repeal of this Section 5.10 9.2 or any provision hereof shall be prospective only and shall not in any way manner affect the limitations on the liability of any Indemnitee under this Section 5.10 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, the Partnership Agreement or any Group Member Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Members or any other Person bound by this Agreement, for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non- appealable judgment entered by a court of such Indemnitee's fiduciary duty, in the event that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, andcompetent jurisdiction determining that, with respect to any the matter in question, the Indemnitee acted in bad faith or engaged in intentional fraud, willful misconduct (including a willful breach of this Agreement) or, in the case of a criminal proceedingmatter, had no reasonable cause to believe such acted with knowledge that the Indemnitee’s conduct was unlawful. (b) Subject to its obligations and duties as any limitations set forth in this Article 5Articles VII and VIII, the Board of Directors and any committee thereof or Members representing a Majority Interest, 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 the Company's ’s Officers or agents, and neither the Board of Directors nor any committee thereof nor such Members shall 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 or any committee thereof in good faithBoard. (c) Any Except as expressly set forth in this Agreement, no Member or any other Indemnitee shall have any duties or liabilities, including fiduciary duties, to the Company or any Member, notwithstanding any duty otherwise existing at law or in equity, and the provisions of this Agreement, to the extent that they restrict, eliminate or otherwise modify the duties and liabilities, including fiduciary duties, of the Members or any other Indemnitee otherwise existing under Applicable Law or in equity, are agreed by the Members to replace such other duties and liabilities of the Members and such other Indemnitee. (d) No amendment, modification or repeal of this Section 5.10 10.2 or any provision hereof shall be prospective only and shall not in any way manner affect the limitations on the liability of any Indemnitee under this Section 5.10 10.2 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Company or any other Person Persons who have acquired interests in the Company, for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered by a court of such Indemnitee's fiduciary dutycompetent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the event case of a criminal matter, acted with knowledge that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawfulcriminal. (b) Subject To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company, 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 obligations and duties as set forth in good faith reliance on the provisions of this Article 5Agreement. The provisions of this Agreement, to the Board of Directors and any committee thereof may exercise any of the powers granted to it by this Agreement and perform any of extent that they restrict or otherwise modify the duties imposed upon it hereunder either directly and liabilities of an Indemnitee otherwise existing at law or by or through the Company's agentsin equity, 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 are agreed by the Board Members to replace such other duties and liabilities of Directors or any committee thereof in good faithsuch Indemnitee. (c) Any amendment, modification or repeal of this Section 5.10 12.02 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability to the Company, and the Company’s directors, officers and employees under this Section 5.10 12.02 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Members or any other Person for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered by a court of such Indemnitee's fiduciary dutycompetent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the event case of a criminal matter, acted with knowledge that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawfulcriminal. (b) Subject to its obligations and duties as set forth in this Article 56, 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 ’s Officers or 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 Officer or agent appointed by the Board of Directors or any committee thereof in good faith. (c) Any amendment, modification or repeal of this Section 5.10 6.07 or any provision hereof shall be prospective only and shall not in any way affect the limitations on liability under this Section 5.10 6.07 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement or the MLP Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Members, the MLP, the Assignees or any other Person Persons who have acquired interests in the Company or MLP Securities, for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered by a court of such Indemnitee's fiduciary dutycompetent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or gross negligence or, in the event case of a criminal matter, acted with knowledge that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee's conduct was unlawfulcriminal. (b) Subject to its obligations and duties as set forth in this Article 5Section 8.1(a), the Company 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 its agents, and neither the Company Board of Directors nor any committee thereof shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Company Board of Directors or any committee thereof 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 Company Board 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 otherwise modify the 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 5.10 8.7 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 5.10 8.7 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) No Member shall have any duty to the Company or any Member of the Company except as expressly set forth herein or in other written agreements. No Member, Manager or Officer of the Company shall be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member (including without limitation as a result of its investment in the Company), unless the loss or damage shall have been the result of gross negligence, fraud or intentional misconduct by the Member, Manager or Officer in question or, in the case of an Officer, breach of such Person's duties pursuant to Section 8.2(c). In performing his or her duties, each such Person shall be entitled to rely in good faith on the provisions of this Agreement and on information, opinions, reports or statements (including financial statements and information, opinions, reports or statements as to the value or amount of the assets, liabilities, profits or losses of the Company or any facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid) of the following other Persons or groups: one or more Officers or employees of the Company, any attorney, independent accountant, appraiser or other expert or professional employed or engaged by or on behalf of the Company, the Company Board or any other Person who has been selected with reasonable care by or on behalf of the Company or the Company Board, in each case as to matters which such relying Person reasonably believes to be within such other Person's competence. 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 the Act. No Member, Manager or Officer of the Company shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation or liability of the Company, whether that liability or obligation arises in contract, tort or otherwise, solely by reason of being a Member, Manager or Officer of the Company or any combination of the foregoing. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Member, Manager or Officer otherwise existing at law or in equity, are agreed by each of the Members to modify to that extent such duties and liabilities of the Members, Managers or Officers.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Members or any other Person bound by this Agreement for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered by a court of such Indemnitee's fiduciary dutycompetent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the event case of a criminal matter, acted with knowledge that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawfulcriminal. (b) Subject to its obligations and duties as set forth in this Article 5VI, 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 ’s Officers or 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 Officer or agent appointed by the Board of Directors or any committee thereof in good faith. (c) Any amendment, modification or repeal of this Section 5.10 6.10 or any provision hereof shall be prospective only and shall not in any way affect the limitations on liability under this Section 5.10 6.10 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Members or any other Person for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered by a court of such Indemnitee's fiduciary dutycompetent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the event case of a criminal matter, acted with knowledge that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee's conduct was unlawfulcriminal. (b) Subject to its obligations and duties as set forth in this Article 5VI, 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 Officers or 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 Officer or agent appointed by the Board of Directors or any committee thereof 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 any acts or omissions taken in good faith reliance on the provisions of this Agreement. (d) Any amendment, modification or repeal of this Section 5.10 6.7 or any provision hereof shall be prospective only and shall not in any way affect the limitations on liability under this Section 5.10 6.7 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Members or any other Person for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered in a court of such Indemnitee's fiduciary dutycompetent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the event case of a criminal matter, acted with knowledge that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawfulcriminal. (b) Subject to its obligations and duties as set forth in this Article 58, the Manager or 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 ’s Officers or agents, and neither the Manager or the Board of Directors nor any committee thereof shall be responsible for any misconduct or negligence on the part of any such Officer or agent appointed by the Manager or the Board of Directors or any committee thereof in good faith. (c) Any amendment, modification or repeal of this Section 5.10 8.06 or any provision hereof shall be prospective only and shall not in any way affect the limitations on liability under this Section 5.10 8.06 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement or the Partnership Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Members or any other Person bound by this Agreement, for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered by a court of such Indemnitee's fiduciary duty, in the event that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, andcompetent jurisdiction determining that, with respect to any the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal proceedingmatter, had no reasonable cause to believe such acted with knowledge that the Indemnitee’s conduct was unlawful. (b) Subject to its obligations and duties as set forth in this Article 5VII, 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 ’s officers or 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 officer or agent appointed by the Board of Directors or any committee thereof in good faith. (c) Any Except as expressly set forth in this Agreement, no Member or any other Indemnitee shall have any duties or liabilities, including fiduciary duties, to the Company or any other Member or any other Person bound by this Agreement, and the provisions of this Agreement, to the extent that they restrict, eliminate or otherwise modify the duties and liabilities, including fiduciary duties, of the Members 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 Members and such other Indemnitee. (d) No amendment, modification or repeal of this Section 5.10 9.2 or any provision hereof shall be prospective only and shall not in any way manner affect the limitations on the liability of any Indemnitee under this Section 5.10 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement or the Partnership Agreement or any Group Member Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Members or any other Person bound by this Agreement, for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered by a court of such Indemnitee's fiduciary duty, in the event that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, andcompetent jurisdiction determining that, with respect to any the matter in question, the Indemnitee acted in bad faith or engaged in intentional fraud, willful misconduct (including a willful breach of this Agreement) or, in the case of a criminal proceedingmatter, had no reasonable cause to believe such acted with knowledge that the Indemnitee’s conduct was unlawfulcriminal. (b) Subject to its obligations and duties as any limitations set forth in this Article 5VII and Article VIII, the Board of Directors and any committee thereof thereof, 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 the Company's ’s Officers or 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 Officer or agent appointed in good faith by the Board of Directors or any committee thereof in good faithBoard. (c) Any Except as expressly set forth in this Agreement, no Member or any other Indemnitee shall have any duties or liabilities, including fiduciary duties, to the Company or any Member, notwithstanding any duty otherwise existing at law or in equity, and the provisions of this Agreement, to the extent that they restrict, eliminate or otherwise modify the duties and liabilities, including fiduciary duties, of the Members or any other Indemnitee otherwise existing under Applicable Law or in equity, are agreed by the Members to replace such other duties and liabilities of the Members and such other Indemnitee. (d) No amendment, modification or repeal of this Section 5.10 9.2 or any provision hereof shall be prospective only and shall not in any way manner affect the limitations on the liability of any Indemnitee under this Section 5.10 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the CompanyPartnership, the Shareholders Limited Partners, the Assignees or any other Person Persons who have acquired interests in the LP Units or other Partnership Securities, for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered by a court of such Indemnitee's fiduciary dutycompetent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the event case of a criminal matter, acted with knowledge that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawfulcriminal. (b) Subject to its obligations and duties as General Partner set forth in this Article 5Section 6.1(a), the Board of Directors and any committee thereof General Partner 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 its agents, and neither the Board of Directors nor any committee thereof General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Board of Directors or any committee thereof General Partner in good faith. (c) Any amendment, modification or repeal of this Section 5.10 6.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability to the Partnership and the Limited Partners of the General Partner, its directors, officers and employees under this Section 5.10 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, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the CompanyPartnership, the Shareholders Limited Partner or a permitted assignee thereof or any other Person Persons who have acquired equity interests in the Partnership or are otherwise bound by this Agreement, for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered by a court of such Indemnitee's fiduciary dutycompetent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the event case of a criminal matter, acted with knowledge that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawfulcriminal. (b) Subject To the extent that, at law, in equity or otherwise, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to its obligations and duties as set forth in this Article 5the Partnership or to the partners, the Board of Directors and any committee thereof may exercise other Indemnitee acting in connection with the Partnership’s business or affairs shall not be liable to the Partnership, any partner or any of the powers granted to it their permitted assignees or any other Person bound 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 its good faith reliance on the part provisions of any such agent appointed by the Board of Directors or any committee thereof in good faiththis Agreement. (c) Any amendment, modification or repeal of this Section 5.10 15 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 5.10 15 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Members or any other Person for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered by a court of such Indemnitee's fiduciary dutycompetent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the event case of a criminal matter, acted with knowledge that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawfulcriminal. (b) Subject to its obligations and duties as set forth in this Article 5VI, 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 ’s Officers or 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 Officer or agent appointed by the Board of Directors or any committee thereof 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 any acts or omissions taken in good faith reliance on the provisions of this Agreement. (d) Any amendment, modification or repeal of this Section 5.10 6.7 or any provision hereof shall be prospective only and shall not in any way affect the limitations on liability under this Section 5.10 6.7 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Company or any other Person Persons who have acquired interests in the Company, for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered by a court of such Indemnitee's fiduciary dutycompetent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the event case of a criminal matter, acted with knowledge that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee's conduct was unlawfulcriminal. (b) Subject To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to its obligations and duties as set forth the Company, such Indemnitee acting in this Article 5, 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 connection with the Company's agents, and neither business or affairs shall not be liable to the Board of Directors nor Company or to any committee thereof shall be responsible Member for any misconduct or negligence its good faith reliance on the part provisions of any such agent appointed this Agreement. The provisions of this Agreement, to the extent that they restrict or otherwise modify the duties and liabilities of an Indemnitee otherwise existing at law or in equity, are agreed by the Board Members to replace such other duties and liabilities of Directors or any committee thereof in good faithsuch Indemnitee. (c) Any amendment, modification or repeal of this Section 5.10 12.02 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability to the Company, and the Company's directors, officers and employees under this Section 5.10 12.02 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Members, the Managing Member or any other Person for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered in a court of such Indemnitee's fiduciary dutycompetent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the event case of a criminal matter, acted with knowledge that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawfulcriminal. (b) Subject to its obligations and duties as set forth in this Article 57, the Board of Directors and any committee thereof Managing Member 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 ’s officers or agents, and neither the Board of Directors nor any committee thereof Managing Member shall not be responsible for any misconduct or negligence on the part of any such officer or agent appointed by the Board of Directors or any committee thereof Managing Member in good faith. (c) Any amendment, modification or repeal of this Section 5.10 or any provision hereof 7.6 shall be prospective only and shall not in any way affect the limitations on liability under this Section 5.10 7.6 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the CompanyPartnership, the Shareholders Partners or any other Person bound by this Agreement, for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered by a court of such Indemnitee's fiduciary duty, in the event that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, andcompetent jurisdiction determining that, with respect to any the matter in question, the Indemnitee acted in bad faith or engaged in intentional fraud, willful misconduct or, in the case of a criminal proceedingmatter, had no reasonable cause to believe such acted with knowledge that the Indemnitee’s conduct was unlawful. (b) Subject To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to its obligations and duties as set forth the Partnership, any Partners, any other Persons who acquire an interest in the Partnership or any other Person bound by this Article 5Agreement, the Board of Directors General Partner and any committee thereof may exercise other Indemnitee acting in connection with the Partnership’s business or affairs shall not be liable to the Partnership, to any of Partner, to any Person who acquires an interest in the powers granted Partnership or to it any other Person bound 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 its reliance on the part provisions of any such agent appointed by the Board of Directors or any committee thereof in good faiththis Agreement. (c) Any No amendment, modification or repeal of this Section 5.10 8.4 or any provision hereof shall be prospective only and shall not in any way manner affect the limitations on the liability of any Indemnitee under this Section 5.10 8.4 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Shareholders, the Assignees or any other Person for losses sustained or liabilities incurred as a result of any act or omission constituting a breach of such Indemnitee's ’s fiduciary duty, in the event that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such conduct was unlawful. (b) Subject to its obligations and duties as set forth in this Article 5, 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 ’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) Any amendment, modification or repeal of this Section 5.10 5.12 or any provision hereof shall be prospective only and shall not in any way anyway affect the limitations on liability under this Section 5.10 5.12 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for for, and each of FinanceCo and Opco hereby releases each Indemnitee from any liability for, monetary damages to the CompanyFinanceCo, the Shareholders Opco or any other of their subsidiaries or Affiliates, or to any Person who holds or acquires any interest in any equity interest in FinanceCo, Opco or any of their subsidiaries or Affiliates, for losses any Liabilities sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee (or any of its contractors, subcontractors or Affiliates) in connection with the Services or the Business unless there has been a breach final and non-appealable judgment entered by a court of such Indemnitee's fiduciary dutycompetent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the event case of a criminal matter, acted with knowledge that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawfulcriminal. THE EXCULPATION AND RELEASE PURSUANT TO THIS SECTION 5.1 APPLIES TO ALL LIABILITIES, WHETHER DUE IN WHOLE OR IN PART TO A PRE-EXISTING DEFECT, NEGLIGENT ACTS OR OMISSIONS (WHETHER SOLE, JOINT ON CONCURRENT), STRICT LIABILITY OR OTHER FAULT OF ANY INDEMNITEE, ITS CONTRACTORS OR SUBCONTRACTORS. (b) Subject to its obligations and duties as set forth in this Article 5, 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) Any amendment, modification or repeal of this Section 5.10 or any provision hereof shall be prospective only and shall not in any way affect the limitations on liability under this Section 5.10 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Members or any other Person for losses sustained or liabilities incurred as a result of any act or omission constituting of an Indemnitee unless there has been a breach final and non-appealable judgment entered by a court of such Indemnitee's fiduciary dutycompetent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the event case of a criminal matter, acted with knowledge that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawfulcriminal. (b) Subject to its obligations and duties as set forth in this Article 56, 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 ’s Officers or 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 Officer or agent appointed by the Board of Directors or any committee thereof 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 Partnership or to the Partners, the General Partner and any other Indemnitee acting in connection with the Partnership’s business or affairs shall not be liable to the Partnership or to any Partner for any acts or omissions taken in good faith reliance on the provisions of this Agreement. Amended and Restated Limited Liability Company Agreement (3) (d) Any amendment, modification or repeal of this Section 5.10 6.07 or any provision hereof shall be prospective only and shall not in any way affect the limitations on liability under this Section 5.10 6.07 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders Shareholders, the Assignees or any other Person for losses sustained or liabilities incurred as a result of any act or omission constituting a breach of such Indemnitee's fiduciary duty, in the event that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such conduct was unlawful. (b) Subject to its obligations and duties as set forth in this Article 5, 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) Any amendment, modification or repeal of this Section 5.10 5.12 or any provision hereof shall be prospective only and shall not in any way anyway affect the limitations on liability under this Section 5.10 5.12 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders or any other Person for losses sustained or liabilities incurred as a result of any act or omission constituting a breach of such Indemnitee's ’s fiduciary duty, in the event that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such conduct was unlawful. (b) Subject to its obligations and duties as set forth in this Article 5, 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 ’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) Any amendment, modification or repeal of this Section 5.10 or any provision hereof shall be prospective only and shall not in any way affect the limitations on liability under this Section 5.10 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.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders or any other Person for losses sustained or liabilities incurred as a result of any act or omission constituting a breach of such Indemnitee's fiduciary duty, in the event that such a duty is found to exist, if such Indemnitee acted in good faith and in the manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such conduct was unlawful. (b) Subject to its obligations and duties as set forth in this Article 5, 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) Any amendment, modification or repeal of this Section 5.10 SECTION 5.12 or any provision hereof shall be prospective only and shall not in any way anyway affect the limitations on liability under this Section 5.10 SECTION 5.12 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.