The rationale for exculpation is straightforward: if you contribute to or participate in the debtor’s reorganization efforts, you should not face liability for your good-faith efforts.  This protection fosters a fair, transparent restructuring process by reducing barriers to entry and incentivizes stakeholders to play a part in the development of a confirmable plan.  Without exculpation, key creditors and competent professionals may shy away from the bankruptcy process, which would undermine the main purpose of chapter 11–achieving a successful restructuring.