Common use of Standard of Care; Exculpation Clause in Contracts

Standard of Care; Exculpation. Neither the Trustee nor any of its duly designated agents or representatives or professionals shall be liable for any act or omission taken or omitted to be taken by the Trustee in good faith, other than (i) acts or omissions resulting from the Trustee’s or any such agent’s, representative’s or professional’s fraud, gross negligence, bad faith, willful misconduct or knowing violation of law or (ii) acts or omissions from which the Trustee or any such agent, representative or professional derived an improper personal benefit. The Trustee may, in connection with the performance of his functions, and in his sole and absolute discretion, consult with his attorneys, accountants, financial advisors and agents, and shall not be liable for any act taken, omitted to be taken, or suffered to be done in accordance with advice or opinions rendered by such persons. Notwithstanding such authority, the Trustee shall be under no obligation to consult with his attorneys, accountants, financial advisors or agents, and his good faith determination not to do so shall not result in the imposition of liability on the Trustee, unless such determination is based on fraud, gross negligence, bad faith, willful misconduct or knowing violation of law. No amendment, modification or repeal of this Section 3.16 shall adversely affect any right or protection of the Trustee or any of his agents, representatives or professionals that exists at the time of such amendment, modification or repeal. LITIGATION TRUST GOVERNING TRUST BOARD

Standard of Care; Exculpation. ‌ Neither the Unsecured Claims Trustee nor any of its duly designated agents or representatives or professionals shall be liable for any act or omission taken or omitted to be taken by the Unsecured Claims Trustee in good faith, other than (i) acts or omissions resulting from the Unsecured Claims Trustee’s or any such agent’s, representative’s or professional’s fraud, gross negligence, bad faith, negligence or willful misconduct or knowing violation of law or (ii) acts or omissions from which the Unsecured Claims Trustee or any such agent, representative or professional derived an improper personal benefit. The Unsecured Claims Trustee may, in connection with the performance of his its functions, and in his its sole and absolute discretion, consult with his its attorneys, accountants, financial advisors and agents, and shall not be liable for any act taken, omitted to be taken, or suffered to be done in accordance with advice or opinions rendered by such personspersons or entities. Notwithstanding such authority, the Unsecured Claims Trustee shall be under no obligation to consult with his its attorneys, accountants, financial advisors or agents, and his its good faith determination not to do so shall not result in the imposition of liability on the Unsecured Claims Trustee, unless such determination is based on fraud, gross negligence, bad faith, negligence or willful misconduct or knowing violation of lawmisconduct. No amendment, modification or repeal of this Section 3.16 3.20 shall adversely affect any right or protection of the Unsecured Claims Trustee or any of his its agents, representatives or professionals that exists at the time of such amendment, modification or repeal. LITIGATION TRUST GOVERNING TRUST BOARD.

Standard of Care; Exculpation. Neither the Trustee nor any of its duly designated agents or representatives or professionals shall be liable for any act or omission taken or omitted to be taken by the Trustee in good faith, other than (i) acts or omissions resulting from the Trustee’s or any such agent’s, representative’s or professional’s fraud, gross negligence, bad faith, willful misconduct or knowing violation of law or (ii) acts or omissions from which the Trustee or any such agent, representative or professional derived an improper personal benefit. The Trustee may, in connection with the performance of his functions, and in his sole and absolute discretion, consult with his its attorneys, accountants, financial advisors and agents, and shall not be liable for any act taken, omitted to be taken, or suffered to be done in accordance with advice or opinions rendered by such persons. Notwithstanding such authority, the Trustee shall be under no obligation to consult with his attorneys, accountants, financial advisors or agents, and his good faith determination not to do so shall not result in the imposition of liability on the Trustee, unless such determination is based on fraud, gross negligence, bad faith, willful misconduct or knowing violation of law. No amendment, modification or repeal of this Section 3.16 shall adversely affect any right or protection of the Trustee or any of his agents, representatives or professionals that exists at the time of such amendment, modification or repeal. LITIGATION TRUST GOVERNING TRUST BOARDrepeal.‌

Standard of Care; Exculpation. Neither the Litigation Trustee nor any of its duly designated agents or representatives or professionals shall be liable for any act or omission taken or omitted to be taken by the Litigation Trustee in good faith, other than (i) acts or omissions resulting from the Litigation Trustee’s or any such agent’s, representative’s or professional’s fraud, gross negligence, bad faith, willful wilful misconduct or knowing violation of law or (ii) acts or omissions from which the Litigation Trustee or any such agent, representative or professional derived an improper personal benefit. The Litigation Trustee may, in connection with the performance of his its functions, and in his its sole and absolute discretion, consult with his attorneysits counsel, accountants, financial advisors and agents, and shall not be liable for any act taken, omitted to be taken, or suffered to be done in accordance with advice or opinions rendered by such personsPersons. Notwithstanding such authority, the Litigation Trustee shall be under no obligation to consult with his attorneysits counsel, accountants, financial advisors or agents, and his its good faith determination not to do so shall not result in the imposition of liability on the Litigation Trustee, unless such determination is based on fraud, gross negligence, bad faith, willful wilful misconduct or knowing violation of law. No amendment, modification or repeal of this Section 3.16 3.20 shall adversely affect any right or protection of the Litigation Trustee or any of his its agents, representatives or professionals that exists at the time of such amendment, modification or repeal. LITIGATION TRUST GOVERNING TRUST BOARD.

Standard of Care; Exculpation. Neither the Litigation Trustee nor any of its duly designated agents or representatives or professionals shall be liable for any act or omission taken or omitted to be taken by the Litigation Trustee in good faith, other than (i) acts or omissions resulting from the Litigation Trustee’s or any such agent’s, representative’s or professional’s fraud, gross negligence, bad faith, willful misconduct or knowing violation of law or (ii) acts or omissions from which the Litigation Trustee or any such agent, representative or professional derived an improper personal benefit. The Litigation Trustee may, in connection with the performance of his its functions, and in his its sole and absolute discretion, consult with his its attorneys, accountants, financial advisors and agents, and shall not be liable for any act taken, omitted to be taken, or suffered to be done in accordance with advice or opinions rendered by such personsPersons. Notwithstanding such authority, the Litigation Trustee shall be under no obligation to consult with his its attorneys, accountants, financial advisors or agents, and his its good faith determination not to do so shall not result in the imposition of liability on the Litigation Trustee, unless such determination is based on fraud, gross negligence, bad faith, willful misconduct or knowing violation of law. No amendment, modification or repeal of this Section 3.16 3.20 shall adversely affect any right or protection of the Litigation Trustee or any of his its agents, representatives or professionals that exists at the time of such amendment, modification or repeal. LITIGATION TRUST GOVERNING TRUST BOARD.

Standard of Care; Exculpation. Neither None of the Trustee nor Trust Oversight Committee, its members, designees or professionals, or any of its their duly designated agents or representatives representatives, shall be liable for the act or professionals omission of any other member, agent or representative of the Trust Oversight Committee, nor shall the Trust Oversight Committee or any of its members be liable for any act or omission taken or omitted to be taken by the Trustee Trust Oversight Committee in good faith, other than (i) acts or omissions resulting from the TrusteeTrust Oversight Committee’s or any such agent’s, representative’s or professional’s fraud, own gross negligence, bad faithrecklessness, willful misconduct or misconduct, knowing and material violation of law law, or (ii) acts or omissions from which the Trustee or any such agent, representative or professional derived an improper personal benefitfraud. The Trustee Trust Oversight Committee and each of its members may, in connection with the performance of his its functions, and in his its sole and absolute discretion, consult with his its attorneys, accountants, financial advisors and agents, and shall not be liable for any act taken, omitted to be taken, or suffered to be done in good faith in accordance with advice or opinions rendered by such personsPersons. Notwithstanding such authority, neither the Trustee Trust Oversight Committee nor any of its members shall be under no any obligation to consult with his its attorneys, accountants, financial advisors or agents, and his its good faith determination not to do so shall not result in the imposition of liability on the TrusteeTrust Oversight Committee or, as applicable, its members or designees, unless such determination is based on fraud, gross negligence, bad faithrecklessness, willful misconduct or misconduct, knowing and material violation of law. No amendment, modification or repeal of this Section 3.16 shall adversely affect any right or protection of the Trustee or any of his agents, representatives or professionals that exists at the time of such amendment, modification or repeal. LITIGATION TRUST GOVERNING TRUST BOARDfraud.