Common use of Duties; Investment Opportunities; Conflicts of Interest Clause in Contracts

Duties; Investment Opportunities; Conflicts of Interest. (i) A Manager shall be personally liable to the Company and the other Members for any loss incurred by such Person for acts or omissions in the management of the Company only in the case of gross negligence, willful misconduct, bad faith or breach of a duty expressly set forth below by such Manager; but a Manager shall not be personally liable to the Company or any Member for any other acts or omissions, including the negligence, strict liability or other fault or responsibility (short of gross negligence, willful misconduct, bad faith or as expressly set forth below) by such Manager. The Board of Managers and any member or committee thereof may consult with counsel and accountants in respect of Company affairs and, provided the Board of Managers (or such member or committee, as the case may be) acts in good faith reliance upon the advice or opinion of such counsel or accountants, the Board of Managers (or such member or committee, as the case may be) shall not be liable for any loss suffered by the Members or the Company in reliance thereon. Notwithstanding any other provision of this Agreement or any duty otherwise existing at law or in equity, the parties hereby agree that the Managers and the Members, in their capacities as Managers and Members, as applicable, shall, to the maximum extent permitted by law, including Section 18-1101(c) of the Act, owe no fiduciary duties to the Company, the Members or any other Person bound by this Agreement; provided, however, that the Managers shall act in accordance with the implied contractual covenant of good faith and fair dealing. Any amendment or modification of the provisions of this Section 6.2(b) shall not adversely affect any rights or protections of a Manager at the time of such amendment or modification. Except as stated in the preceding sentence and the other duties as may be expressly set forth in this Agreement, a Manager shall not be subject to any duties in the management of the Company. And, for the avoidance of doubt, in the event that there is a Company Sale and the Board of Managers or any particular Manager, in such capacity, takes any action to implement, undertake or facilitate such Company Sale at the request of Vestar or the Majority Preferred Stockholders, then such action shall not be subject to the standards set forth in this Section 6.2(b), but instead shall be considered actions taken to implement the contractual agreements of the parties to this Agreement and not in a fiduciary capacity to the Members. (ii) In performing such Person’s duties, each of the Managers and the officers of the Company 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 Unitholders might properly be paid), of the following other Persons or groups: (A) one or more officers or employees of the Company or any of its Subsidiaries; (B) any attorney, independent accountant or other Person employed or engaged by the Company or any of its Subsidiaries; or (C) any other Person who has been selected with reasonable care by or on behalf of the Company or any of its Subsidiaries, in each case, as to matters which such relying Person reasonably believes to be within such other Person’s professional or expert 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. (iii) The Members expressly acknowledge that (A) Vestar, CPPIB and their respective Affiliates are permitted to have, and may presently or in the future have, investments or other business relationships with entities other than through the Company or any of its Subsidiaries (an “Other Business”), (B) Vestar, CPPIB and their respective Affiliates may have or may develop a strategic relationship with an Other Business, (C) none of Vestar, CPPIB and their respective Affiliates will be prohibited by virtue of its investment in the Company or any of its Subsidiaries or, if applicable, its service on the Board of Managers or the Executive Committee from pursuing and engaging in any such activities with Other Businesses, (D) none of Vestar, CPPIB and its respective Affiliates shall be obligated to inform the Company or any of its Subsidiaries of any such opportunity, relationship or investment relating to Other Businesses, (E) the other Members will not acquire or be entitled to any interest or participation in any Other Business except as provided in any agreement with the Company or Subsidiary as a result of the participation therein of Vestar, CPPIB or any of their respective Affiliates, and (F) the involvement of any equityholder of a Member, CPPIB or their Affiliates in any Other Business except as provided in any agreement with the Company or Subsidiary will not constitute a conflict of interest by such Persons with respect to the Company or its Members or any of its Subsidiaries. Nothing in the preceding sentence shall limit the confidentiality obligations of Section 9.4.

Duties; Investment Opportunities; Conflicts of Interest. (i) A Manager shall be personally liable to the Company and the other Members for any loss incurred by such Person for acts or omissions in the management of the Company only in the case of gross negligence, willful misconduct, bad faith or breach of a fiduciary duty expressly set forth as provided below by such Manager; but a Manager shall not be personally liable to the Company or any Member for any other acts or omissions, including the negligence, strict liability or other fault or responsibility (short of gross negligence, willful misconduct, bad faith or breach of fiduciary duty as expressly set forth provided below) by such Manager. The Board of Managers and any member or committee thereof may consult with counsel and accountants in respect of Company affairs and, provided the Board of Managers (or such member or committee, as the case may be) acts in good faith reliance upon the advice or opinion of such counsel or accountants, the Board of Managers (or such member or committee, as the case may be) shall not be liable for any loss suffered by the Members or the Company in reliance thereon. Notwithstanding any other provision of this Agreement or any duty otherwise existing at law or in equity, the parties hereby agree that the Managers and the Members, in their capacities as Managers and Members, as applicable, shall, to the maximum extent permitted by law, including Section 18-1101(c) of the Act, owe no fiduciary duties to the Company, the Members or any other Person bound by this Agreement; provided, however, that the Managers shall act in accordance with the implied contractual covenant of good faith and fair dealing. Any amendment or modification of the provisions of this Section 6.2(b) shall not adversely affect any rights or protections of a Manager at the time of such amendment or modification. Except as stated in the preceding sentence and the other duties as may be expressly set forth in this Agreement, a Manager shall not be subject to any duties in the management of the Company. And, for the avoidance of doubt, in the event that there is a Company Sale and the Board of Managers or any particular Manager, in such capacity, takes any action to implement, undertake or facilitate such Company Sale at the request of Vestar or the Majority Preferred StockholdersVestar, then such action shall not be subject to the standards set forth in this Section 6.2(b), but instead shall be considered actions taken to implement the contractual agreements of the parties to this Agreement and not in a fiduciary capacity to the Members. (ii) In performing such Person’s duties, each of the Managers and the officers of the Company 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 Unitholders might properly be paid), of the following other Persons or groups: (A) one or more officers or employees of the Company or any of its Subsidiaries; (B) any attorney, independent accountant or other Person employed or engaged by the Company or any of its Subsidiaries; or (C) any other Person who has been selected with reasonable care by or on behalf of the Company or any of its Subsidiaries, in each case, as to matters which such relying Person reasonably believes to be within such other Person’s professional or expert 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. (iii) The Members expressly acknowledge that (A) Vestar, CPPIB Vestar and their its respective Affiliates are permitted to have, and may presently or in the future have, investments or other business relationships with entities other than through the Company or any of its Subsidiaries (an “Other Business”), (B) Vestar, CPPIB Vestar and their its respective Affiliates may have or may develop a strategic relationship with an Other Business, (C) none of Vestar, CPPIB Vestar and their its respective Affiliates will be prohibited by virtue of its investment in the Company or any of its Subsidiaries or, if applicable, its service on the Board of Managers or the Executive Committee from pursuing and engaging in any such activities with Other Businesses, (D) none of Vestar, CPPIB Vestar and its respective Affiliates shall be obligated to inform the Company or any of its Subsidiaries of any such opportunity, relationship or investment relating to Other Businesses, (E) the other Members will not acquire or be entitled to any interest or participation in any Other Business except as provided in any agreement with the Company or Subsidiary as a result of the participation therein of Vestar, CPPIB Vestar or any of their its respective Affiliates, and (F) the involvement of any equityholder of a Member, CPPIB Member or their its Affiliates in any Other Business except as provided in any agreement with the Company or Subsidiary will not constitute a conflict of interest by such Persons with respect to the Company or its Members or any of its Subsidiaries. Nothing in the preceding sentence shall limit the confidentiality obligations of Section 9.49.4 or, other than as described in this Section 6.2(b)(iii), any fiduciary obligations of the Managers.

Duties; Investment Opportunities; Conflicts of Interest. (i) A Manager shall be personally liable to the Company and the other Members for any loss incurred by such Person for acts or omissions in the management of the Company only in the case of gross negligence, willful misconduct, bad faith or breach of a duty expressly set forth below by such Manager; but a Manager shall not be personally liable to the Company or any Member for any other acts or omissions, including the negligence, strict liability or other fault or responsibility (short of gross negligence, willful misconduct, bad faith or as expressly set forth below) by such Manager. The Board of Managers and any member or committee thereof may consult with counsel and accountants in respect of Company affairs and, provided the Board of Managers (or such member or committee, as the case may be) acts in good faith reliance upon the advice or opinion of such counsel or accountants, the Board of Managers (or such member or committee, as the case may be) shall not be liable for any loss suffered by the Members or the Company in reliance thereon. Notwithstanding any other provision of this Agreement or any duty otherwise existing at law or in equity, the parties hereby agree that the Managers and the Members, in their capacities as Managers and Members, as applicable, shall, to the maximum extent permitted by law, including Section 18-1101(c) of the Act, owe no fiduciary duties to the Company, the Members or any other Person bound by this Agreement; provided, however, that the Managers shall act in accordance with the implied contractual covenant of good faith and fair dealing. Any amendment or modification of the provisions of this Section 6.2(b) shall not adversely affect any rights or protections of a Manager at the time of such amendment or modification. Except as stated in the preceding sentence and the other duties as may be expressly set forth in this Agreement, a Manager shall not be subject to any duties in the management of the Company. And, for the avoidance of doubt, in the event that there is a Company Sale and the Board of Managers or any particular Manager, in such capacity, takes any action to implement, undertake or facilitate such Company Sale at the request of Vestar or the Majority Preferred StockholdersHolders, then such action shall not be subject to the standards set forth in this Section 6.2(b), but instead shall be considered actions taken to implement the contractual agreements of the parties to this Agreement and not in a fiduciary capacity to the Members. (ii) In performing such Person’s duties, each of the Managers and the officers of the Company 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 Unitholders might properly be paid), of the following other Persons or groups: (A) one or more officers or employees of the Company or any of its Subsidiaries; (B) any attorney, independent accountant or other Person employed or engaged by the Company or any of its Subsidiaries; or (C) any other Person who has been selected with reasonable care by or on behalf of the Company or any of its Subsidiaries, in each case, as to matters which such relying Person reasonably believes to be within such other Person’s professional or expert 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. (iii) The Members expressly acknowledge that (A) Vestar, CPPIB and their respective Affiliates are permitted to have, and may presently or in the future have, investments or other business relationships with entities other than through the Company or any of its Subsidiaries (an “Other Business”), (B) Vestar, CPPIB and their respective Affiliates may have or may develop a strategic relationship with an Other Business, (C) none of Vestar, CPPIB and their respective Affiliates will be prohibited by virtue of its investment in the Company or any of its Subsidiaries or, if applicable, its service on the Board of Managers or the Executive Committee from pursuing and engaging in any such activities with Other Businesses, (D) none of Vestar, CPPIB and its respective Affiliates shall be obligated to inform the Company or any of its Subsidiaries of any such opportunity, relationship or investment relating to Other Businesses, (E) the other Members will not acquire or be entitled to any interest or participation in any Other Business except as provided in any agreement with the Company or Subsidiary as a result of the participation therein of Vestar, CPPIB or any of their respective Affiliates, and (F) the involvement of any equityholder of a Member, CPPIB or their Affiliates in any Other Business except as provided in any agreement with the Company or Subsidiary will not constitute a conflict of interest by such Persons with respect to the Company or its Members or any of its Subsidiaries. Nothing in the preceding sentence shall limit the confidentiality obligations of Section 9.4.

Duties; Investment Opportunities; Conflicts of Interest. (i) A Manager Representative shall be personally liable to the Company and the other Members for any loss incurred by such Person for acts or omissions in the management of the Company only in the case of gross negligence, willful misconduct, bad faith or breach of a fiduciary duty expressly set forth as provided below by such ManagerRepresentative; but a Manager Representative shall not be personally liable to the Company or any Member for any other acts or omissions, including the negligence, strict liability or other fault or responsibility (short of gross negligence, willful misconduct, bad faith or breach of fiduciary duty as expressly set forth provided below) by such ManagerRepresentative. The Board of Managers Management Committee and any member or committee thereof may consult with counsel and accountants in respect of Company affairs and, provided the Board of Managers Management Committee (or such member or committee, as the case may be) acts in good faith reliance upon the advice or opinion of such counsel or accountants, the Board of Managers Management Committee (or such member or committee, as the case may be) shall not be liable for any loss suffered by the Members or the Company in reliance thereon. Notwithstanding any other provision of this Agreement or any duty otherwise existing at law or in equity, the parties hereby agree that the Managers and the MembersRepresentatives, in their capacities as Managers and Members, as applicableRepresentatives, shall, to the maximum extent permitted by law, including Section 18-1101(c) of the Act, owe no fiduciary duties to the Company, the Members or any other Person bound by this Agreement; provided, however, that the Managers Representatives shall act in accordance with the implied contractual covenant of good faith and fair dealing. Any amendment or modification of the provisions of this Section 6.2(b) shall not adversely affect any rights or protections of a Manager Representative at the time of such amendment or modification. Except as stated in the preceding sentence and the other duties as may be expressly set forth in this Agreement, a Manager Representative shall not be subject to any duties in the management of the Company. And, for the avoidance of doubt, in the event that there is a Company Sale and the Board of Managers Management Committee or any particular ManagerRepresentative, in such capacity, takes any action to implement, undertake or facilitate such Company Sale at the request of Vestar or the Majority Preferred StockholdersVestar, then such action shall not be subject to the standards set forth in this Section 6.2(b), but instead shall be considered actions taken to implement the contractual agreements of the parties to this Agreement and not in a fiduciary capacity to the Members. (ii) In performing such Person’s duties, each of the Managers Representatives and the officers of the Company 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 Unitholders might properly be paid), of the following other Persons or groups: (A) one or more officers or employees of the Company or any of its Subsidiaries; (B) any attorney, independent accountant or other Person employed or engaged by the Company or any of its Subsidiaries; or (C) any other Person who has been selected with reasonable care by or on behalf of the Company or any of its Subsidiaries, in each case, as to matters which such relying Person reasonably believes to be within such other Person’s professional or expert 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. (iii) The Members expressly acknowledge that (A) Vestar, CPPIB Vestar and their its respective Affiliates are permitted to have, and may presently or in the future have, investments or other business relationships with entities other than through the Company or any of its Subsidiaries (an “Other Business”), (B) Vestar, CPPIB Vestar and their its respective Affiliates may have or may develop a strategic relationship with an Other Business, (C) none of Vestar, CPPIB Vestar and their its respective Affiliates will be prohibited by virtue of its investment in the Company or any of its Subsidiaries or, if applicable, its service on the Board of Managers or the Executive Management Committee from pursuing and engaging in any such activities with Other Businesses, (D) none of Vestar, CPPIB Vestar and its respective Affiliates shall be obligated to inform the Company or any of its Subsidiaries of any such opportunity, relationship or investment relating to Other Businesses, (E) the other Members will not acquire or be entitled to any interest or participation in any Other Business except as provided in any agreement with the Company or Subsidiary as a result of the participation therein of Vestar, CPPIB Vestar or any of their its respective Affiliates, and (F) the involvement of any equityholder of a Member, CPPIB Member or their its Affiliates in any Other Business except as provided in any agreement with the Company or Subsidiary will not constitute a conflict of interest by such Persons with respect to the Company or its Members or any of its Subsidiaries. Nothing in the preceding sentence shall limit the confidentiality obligations of Section 9.49.4 or, other than as described in this Section 6.2(b)(iii), any fiduciary obligations of the Representatives.

Duties; Investment Opportunities; Conflicts of Interest. (i) A Manager shall be personally liable to the Company and the other Members for any loss incurred by such Person for acts or omissions in the management of the Company only in the case of gross negligence, willful misconduct, bad faith or breach of a fiduciary duty expressly set forth as provided below by such Manager; but a Manager shall not be personally liable to the Company or any Member for any other acts or omissions, including the negligence, strict liability or other fault or responsibility (short of gross negligence, willful misconduct, bad faith or breach of fiduciary duty as expressly set forth provided below) by such Manager. The Board of Managers and any member or committee thereof may consult with counsel and accountants in respect of Company affairs and, provided the Board of Managers (or such member or committee, as the case may be) acts in good faith reliance upon the advice or opinion of such counsel or accountants, the Board of Managers (or such member or committee, as the case may be) shall not be liable for any loss suffered by the Members or the Company in reliance thereon. Notwithstanding any other provision of this Agreement or any duty otherwise existing at law or in equity, the parties hereby agree that the Managers and the MembersManagers, in their capacities as Managers and Members, as applicableManagers, shall, to the maximum extent permitted by law, including Section 18-1101(c1101 (c) of the Act, owe no fiduciary duties to the Company, the Members or any other Person bound by this Agreement; provided, however, that the Managers shall act in accordance with the implied contractual covenant of good faith and fair dealing. Any amendment or modification of the provisions of this Section 6.2(b) shall not adversely affect any rights or protections of a Manager at the time of such amendment or modification. Except as stated in the preceding sentence and the other duties as may be expressly set forth in this Agreement, a Manager shall not be subject to any duties in the management of the Company. And, for the avoidance of doubt, in the event that there is a Company Sale and the Board of Managers or any particular Manager, in such capacity, takes any action to implement, undertake or facilitate such Company Sale at the request of Vestar or the Majority Preferred StockholdersVestar, then such action shall not be subject to the standards set forth in this Section 6.2(b), but instead shall be considered actions taken to implement the contractual agreements of the parties to this Agreement and not in a fiduciary capacity to the Members. (ii) In performing such Person’s duties, each of the Managers and the officers of the Company 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 Unitholders might properly be paid), of the following other Persons or groups: (A) one or more officers or employees of the Company or any of its Subsidiaries; (B) any attorney, independent accountant or other Person employed or engaged by the Company or any of its Subsidiaries; or (C) any other Person who has been selected with reasonable care by or on behalf of the Company or any of its Subsidiaries, in each case, as to matters which such relying Person reasonably believes to be within such other Person’s professional or expert 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. (iii) The Members expressly acknowledge that (A) Vestar, CPPIB Vestar and their its respective Affiliates are permitted to have, and may presently or in the future have, investments or other business relationships with entities other than through the Company or any of its Subsidiaries (an “Other Business”), (B) Vestar, CPPIB Vestar and their its respective Affiliates may have or may develop a strategic relationship with an Other Business, (C) none of Vestar, CPPIB Vestar and their its respective Affiliates will be prohibited by virtue of its investment in the Company or any of its Subsidiaries or, if applicable, its service on the Board of Managers or the Executive Committee from pursuing and engaging in any such activities with Other Businesses, (D) none of Vestar, CPPIB Vestar and its respective Affiliates shall be obligated to inform the Company or any of its Subsidiaries of any such opportunity, relationship or investment relating to Other Businesses, (E) the other Members will not acquire or be entitled to any interest or participation in any Other Business except as provided in any agreement with the Company or Subsidiary as a result of the participation therein of Vestar, CPPIB Vestar or any of their its respective Affiliates, and (F) the involvement of any equityholder of a Member, CPPIB Member or their its Affiliates in any Other Business except as provided in any agreement with the Company or Subsidiary will not constitute a conflict of interest by such Persons with respect to the Company or its Members or any of its Subsidiaries. Nothing in the preceding sentence shall limit the confidentiality obligations of Section 9.49.4 or, other than as described in this Section 6.2(b)(iii) any fiduciary obligations of the Managers.

Duties; Investment Opportunities; Conflicts of Interest. (i) A Manager shall be personally liable to the Company and the other Members for any loss incurred by such Person for acts or omissions in the management of the Company only in the case of gross negligence, willful misconduct, bad faith or breach of a duty expressly set forth below by such Manager; but a Manager shall not be personally liable to the Company or any Member for any other acts or omissions, including the negligence, strict liability or other fault or responsibility (short of gross negligence, willful misconduct, bad faith or as expressly set forth below) by such Manager. The Board of Managers and any member or committee thereof may consult with counsel and accountants in respect of Company affairs and, provided the Board of Managers (or such member or committee, as the case may be) acts in good faith reliance upon the advice or opinion of such counsel or accountants, the Board of Managers (or such member or committee, as the case may be) shall not be liable for any loss suffered by the Members or the Company in reliance thereon. Notwithstanding any other provision of this Agreement or any duty otherwise existing at law or in equity, the parties hereby agree that the Managers and the Members, in their capacities as Managers and Members, as applicable, shall, to the maximum extent permitted by law, including Section 18-1101(c) of the Act, owe no fiduciary duties to the Company, the Members or any other Person bound by this Agreement; provided, however, that the Managers shall act in accordance with the implied contractual covenant of good faith and fair dealing. Any amendment or modification of the provisions of this Section 6.2(b) shall not adversely affect any rights or protections of a Manager at the time of such amendment or modification. Except as stated in the preceding sentence and the other duties as may be expressly set forth in this Agreement, a Manager shall not be subject to any duties in the management of the Company. And, for the avoidance of doubt, in the event that there is a Company Sale and the Board of Managers or any particular Manager, in such capacity, takes any action to implement, undertake or facilitate such Company Sale at the request of Vestar or the Majority Preferred Stockholders, then such action shall not be subject to the standards set forth in this Section 6.2(b), but instead shall be considered actions taken to implement the contractual agreements of the parties to this Agreement and not in a fiduciary capacity to the Members. (ii) In performing such Person’s duties, each of the Managers and the officers of the Company 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 Unitholders might properly be paid), of the following other Persons or groups: (A) one or more officers or employees of the Company or any of its Subsidiaries; (B) any attorney, independent accountant or other Person employed or engaged by the Company or any of its Subsidiaries; or (C) any other Person who has been selected with reasonable care by or on behalf of the Company or any of its Subsidiaries, in each case, as to matters which such relying Person reasonably believes to be within such other Person’s professional or expert 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. (iii) The Members expressly acknowledge that (A) Vestar, CPPIB and their respective Affiliates are permitted to have, and may presently or in the future have, investments or other business relationships with entities other than through the Company or any of its Subsidiaries (an “Other Business”), (B) Vestar, CPPIB and their respective Affiliates may have or may develop a strategic relationship with an Other Business, (C) none of Vestar, CPPIB and their respective Affiliates will be prohibited by virtue of its investment in the Company or any of its Subsidiaries or, if applicable, its service on the Board of Managers or the Executive Committee from pursuing and engaging in any such activities with Other Businesses, (D) none of Vestar, CPPIB and its respective Affiliates shall be obligated to inform the Company or any of its Subsidiaries of any such opportunity, relationship or investment relating to Other Businesses, (E) the other Members will not acquire or be entitled to any interest or participation in any Other Business except as provided in any agreement with the Company or Subsidiary as a result of the participation therein of Vestar, CPPIB or any of their respective Affiliates, and (F) the involvement of any equityholder of a Member, CPPIB or their Affiliates in any Other Business except as provided in any agreement with the Company or Subsidiary will not constitute a conflict of interest by such Persons with respect to the Company or its Members or any of its Subsidiaries. Nothing in the preceding sentence shall limit the confidentiality obligations of Section 9.4.