Common use of Directors, Officers and Employees Clause in Contracts

Directors, Officers and Employees. Except as the Fortress Members and their Affiliates, on the one hand, and the FTAI Entities or their Affiliates, on the other hand, may otherwise agree in writing, in the event that a director or officer of any of the FTAI Entities or their Affiliates who is also a director, officer or employee of the Fortress Members or their Affiliates acquires knowledge of a potential transaction or matter that may be a Corporate Opportunity or is offered a Corporate Opportunity, if (i) such Person acts in good faith and (ii) such knowledge of such potential transaction or matter was not obtained solely in connection with, or such Corporate Opportunity was not offered to such Person solely in, such person’s capacity as director or officer of any of the FTAI Entities or their Affiliates, then (A) such director, officer or employee, to the fullest extent permitted by Law, (1) shall be deemed to have fully satisfied and fulfilled such person’s fiduciary duty to the Company, the other FTAI Entities and their respective Affiliates and stockholders with respect to such Corporate Opportunity, (2) shall not have or be under any fiduciary duty to the Company, the other FTAI Entities and their respective Affiliates and stockholders and shall not be liable to the Company, the other FTAI Entities or their respective Affiliates and stockholders for any breach or alleged breach thereof by reason of the fact that any of the Fortress Members or their Affiliates pursues or acquires the Corporate Opportunity for itself, or directs, recommends, sells, assigns or otherwise transfers the Corporate Opportunity to another person, or any of the Fortress Members or their Affiliates or such director, officer or employee does not present, offer or communicate information regarding the Corporate Opportunity to the FTAI Entities or their Affiliates, (3) shall be deemed to have acted in good faith and in a manner such Person reasonably believes to be in, and not opposed to, the best interests of the Company and its Common Members for the purposes this Agreement and (4) shall not have any duty of loyalty to the Company, the other FTAI Entities and their respective Affiliates and stockholders or any duty not to derive any personal benefit therefrom and shall not be liable to the Company, the other FTAI Entities or their respective Affiliates and stockholders for any breach or alleged breach thereof for purposes of this Agreement as a result thereof and (B) such potential transaction or matter that may be a Corporate Opportunity, or the Corporate Opportunity, shall belong to the applicable Fortress Member or respective Affiliates thereof (and not to any of the FTAI Entities or Affiliates thereof).

Directors, Officers and Employees. Except as the Fortress Members and their Affiliates, on the one hand, and the FTAI Entities or their Affiliates, on the other hand, may otherwise agree in writing, in the event that a director or officer of any of the FTAI Entities or their Affiliates who is also a director, officer or employee of the Fortress Members or their Affiliates acquires knowledge of a potential transaction or matter that may be a Corporate Opportunity or is offered a Corporate Opportunity, if (i) such Person acts in good faith and (ii) such knowledge of such potential transaction or matter was not obtained solely in connection with, or such Corporate Opportunity was not offered to such Person solely in, such person’s capacity as director or officer of any of the FTAI Entities or their Affiliates, then (A) such director, officer or employee, to the fullest extent permitted by Law, (1) shall be deemed to have fully satisfied and fulfilled such person’s fiduciary duty to the Company, the other FTAI Entities and their respective Affiliates and stockholders with respect to such Corporate Opportunity, (2) shall not have or be under any fiduciary duty to the Company, the other FTAI Entities and their respective Affiliates and stockholders and shall not be liable to the Company, the other FTAI Entities or their respective Affiliates and stockholders for any breach or alleged breach thereof by reason of the fact that any of the Fortress Members or their Affiliates pursues or acquires the Corporate Opportunity for itself, or directs, recommends, sells, assigns or otherwise transfers the Corporate Opportunity to another person, or any of the Fortress Members or their Affiliates or such director, officer or employee does not present, offer or communicate information regarding the Corporate Opportunity to the FTAI Entities or their Affiliates, (3) shall be deemed to have acted in good faith and in a manner such Person reasonably believes to be in, and not opposed to, the best interests of the Company and its Common Members for the purposes this Agreement and (4) shall not have any duty of loyalty to the Company, the other FTAI Entities and their respective Affiliates and stockholders or any duty not to derive any personal benefit therefrom and shall not be liable to the Company, the other FTAI Entities or their respective Affiliates and stockholders for any breach or alleged breach thereof for purposes of this Agreement as a result thereof and (B) such potential transaction or matter that may be a Corporate Opportunity, or the Corporate Opportunity, shall belong to the applicable Fortress Member or respective Affiliates thereof (and not to any of the FTAI Entities or Affiliates thereof).

Directors, Officers and Employees. Except as FCFI on behalf of the Fortress Members Shareholders and their Affiliates, on the one hand, and the FTAI Company Entities or their Affiliates, on the other hand, may otherwise agree in writing, in the event that a director or officer of any of the FTAI Company Entities or their Affiliates who is also a director, officer or employee of the Fortress Members Shareholders or their Affiliates acquires knowledge of a potential transaction or matter that may be a Corporate Opportunity corporate opportunity or is offered a Corporate Opportunitycorporate opportunity, if (i) such Person person acts in good faith and (ii) such knowledge of such potential transaction or matter was not obtained solely in connection with, or such Corporate Opportunity corporate opportunity was not offered to such Person person solely in, such person’s capacity as director or officer of any of the FTAI Company Entities or their Affiliates, then (A) such director, officer or employee, to the fullest extent permitted by applicable Law, (1) shall be deemed to have fully satisfied and fulfilled such person’s fiduciary duty to the Company, the other FTAI Company Entities and their respective Affiliates and stockholders shareholders with respect to such Corporate Opportunitycorporate opportunity, (2) shall not have or be under any fiduciary duty to the Company, the other FTAI Company Entities and their respective Affiliates and stockholders shareholders and shall not be liable to the Company, the other FTAI Company Entities or their respective Affiliates and stockholders shareholders for any breach or alleged breach thereof by reason of the fact that any of the Fortress Members Shareholders or their Affiliates pursues or acquires the Corporate Opportunity corporate opportunity for itself, or directs, recommends, sells, assigns or otherwise transfers the Corporate Opportunity corporate opportunity to another person, or any of the Fortress Members Shareholders or their Affiliates or such director, officer or employee does not present, offer or communicate information regarding the Corporate Opportunity corporate opportunity to the FTAI Company Entities or their Affiliates, (3) shall be deemed to have acted in good faith and in a manner such Person person reasonably believes to be in, and not opposed to, the best interests of the Company and its Common Members for the purposes of Section 12.1 and the other provisions of this Agreement and (4) shall not have any duty of loyalty to the Company, the other FTAI Company Entities and their respective Affiliates and stockholders shareholders or any duty not to derive any personal benefit therefrom and shall not be liable to the Company, the other FTAI Company Entities or their respective Affiliates and stockholders shareholders for any breach or alleged breach thereof for purposes of Section 12.1 and the other provisions of this Agreement as a result thereof and (B) such potential transaction or matter that may be a Corporate Opportunitycorporate opportunity, or the Corporate Opportunitycorporate opportunity, shall belong to the applicable Fortress Member Shareholder or respective Affiliates thereof (and not to any of the FTAI Company Entities or Affiliates thereof).