Common use of Fiduciary and Other Duties Clause in Contracts

Fiduciary and Other Duties. 10.5.1 An Indemnified Person acting under this Agreement shall not be liable to the Company or to any other Indemnified Person for such Indemnified Person’s good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties (including fiduciary duties) and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Indemnified Person. 10.5.2 Whenever in this Agreement an Indemnified Person is permitted or required to make a decision (a) in such Indemnified Person’s “discretion” or under a grant of similar authority or latitude, the Indemnified Person shall be entitled to consider only such interests and factors as he or she desires, including such Indemnified Person’s own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person, or (b) in such Indemnified Person’s “good faith” or under another express standard, the Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other applicable law. 10.5.3 Unless otherwise expressly provided herein, (a) whenever a conflict of interest exists or arises between Indemnified Persons, or (b) whenever this Agreement or any other agreement contemplated herein or therein provides that the Board of Managers shall act in a manner that is, or provides terms that are, fair and reasonable to the Company or the Member, the Board of Managers shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Board of Managers, the resolution, action or term so made, taken or provided by the Board of Managers shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Board of Managers at law, in equity or otherwise. 10.5.4 Without limiting the provisions of Section 8.4, the Company and each Member and their respective Affiliates, employees, agents and representatives, hereby waive any claim or cause of action against the Keystone Member (and any Manager appointed by the Keystone Member) for any breach of any fiduciary duty to the Company or its Subsidiaries or any of their respective equityholders (including the Members) by any such Person, including any claim that may result from (x) any conflict of interest, including any conflict of interest between the Company or its Subsidiaries or any of their respective equityholders (including the Members) and such Person or otherwise, (y) any breach of the duty of loyalty or (z) any breach of the duty of care. Each Member acknowledges and agrees that in the event of any conflict of interest, each such Person may, so long as such action does not constitute a breach of the implied covenant of good faith and fair dealing, act in the best interests of such Person or its Affiliates, employees, employers, agents and representatives (subject to the limitations set forth above in this Section 10.5.4). The Keystone Member (and any Manager appointed by the Keystone Member) shall not be obligated to recommend or take any action that prefers the interests of the Company or its Subsidiaries or any of their respective equityholders (including the Members) over the interests of such Person or its Affiliates, employees, employers, agents or representatives, and each of the Company and each Member hereby waives the fiduciary duties, if any, of such Person to the Company and/or its Members, including in the event of any such conflict of interest or otherwise.

Fiduciary and Other Duties. 10.5.1 (a) An Indemnified Person acting under this Agreement shall not be liable to the Company or to any other Indemnified Person for such Indemnified Person’s good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties (including fiduciary duties) and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Indemnified Person. 10.5.2 (b) Whenever in this Agreement an Indemnified Person is permitted or required to make a decision (ai) in such Indemnified Person’s “discretion” or under a grant of similar authority or latitude, the Indemnified Person shall be entitled to consider only such interests and factors as he or she desires, including such Indemnified Person’s own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person, or (bii) in such Indemnified Person’s “good faith” or under another express standard, the Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other applicable law. 10.5.3 (c) Unless otherwise expressly provided herein, (ai) whenever a conflict of interest exists or arises between Indemnified Persons, or (bii) whenever this Agreement or any other agreement contemplated herein or therein provides that the Board of Managers shall act in a manner that is, or provides terms that are, fair and reasonable to the Company or the Member, the Board of Managers shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Board of ManagersBoard, the resolution, action or term so made, taken or provided by the Board of Managers shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Board of Managers at law, in equity or otherwise. 10.5.4 Without limiting the provisions of Section 8.4, the Company and each Member and their respective Affiliates, employees, agents and representatives, hereby waive any claim or cause of action against the Keystone Member (and any Manager appointed by the Keystone Member) for any breach of any fiduciary duty to the Company or its Subsidiaries or any of their respective equityholders (including the Members) by any such Person, including any claim that may result from (x) any conflict of interest, including any conflict of interest between the Company or its Subsidiaries or any of their respective equityholders (including the Members) and such Person or otherwise, (y) any breach of the duty of loyalty or (z) any breach of the duty of care. Each Member acknowledges and agrees that in the event of any conflict of interest, each such Person may, so long as such action does not constitute a breach of the implied covenant of good faith and fair dealing, act in the best interests of such Person or its Affiliates, employees, employers, agents and representatives (subject to the limitations set forth above in this Section 10.5.4). The Keystone Member (and any Manager appointed by the Keystone Member) shall not be obligated to recommend or take any action that prefers the interests of the Company or its Subsidiaries or any of their respective equityholders (including the Members) over the interests of such Person or its Affiliates, employees, employers, agents or representatives, and each of the Company and each Member hereby waives the fiduciary duties, if any, of such Person to the Company and/or its Members, including in the event of any such conflict of interest or otherwise.

Fiduciary and Other Duties. 10.5.1 14.7.1 An Indemnified Person acting under this Agreement shall not be liable to the Company or to any other Indemnified Person for such Indemnified Person’s his, her or its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties (including fiduciary duties) and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Indemnified Person. 10.5.2 Whenever 14.7.2 Notwithstanding any other provision of this Agreement or otherwise applicable law, whenever in this Agreement an Indemnified Person is permitted or required to make a decision (a) in such Indemnified Person’s “discretion” his, her or its discretion or under a grant of similar authority or latitudeauthority, the Indemnified Person shall be entitled to consider only such interests and factors as he or she such Indemnified Person desires, including such Indemnified Person’s his, her or its own interests, and shall shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person, or (b) in such Indemnified Person’s “his, her or its good faith” faith or under another express standard, the Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by standards. 14.7.3 Notwithstanding any other provision of this Agreement or other otherwise applicable law. 10.5.3 Unless otherwise expressly provided herein, (a) whenever a conflict of interest exists or arises between Indemnified Persons, or (b) whenever this Agreement or any other agreement contemplated herein or therein provides that the Board of Managers shall act in a manner that is, or provides terms that are, fair and reasonable than corporate opportunities belonging to the Company or the MemberCompany, the Board which shall include in all cases Competing Businesses and Competing Facilities (unless such corporate opportunity is waived by a vote of Managers shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Board of Managers, which vote shall include a majority of the resolutionManagers not appointed by Leucadia), action Leucadia (or term so madeany of its Affiliates) may each engage in any other business activities whatsoever and engage in or possess an interest in other business ventures of any nature or description, taken independently or provided with others, similar or dissimilar to the business conducted or proposed to be conducted by the Board Company or any of Managers shall not constitute a breach its Affiliates, and none of this Agreement the Company, any of its Affiliates or any other agreement contemplated herein Member (including such other Member’s Affiliates) shall have any rights in, with respect to, or to be informed of any duty such other business activities or obligation ventures or the income or profits derived therefrom. Other than corporate opportunities belonging to the Company, which shall include in all cases Competing Businesses and Competing Facilities (unless such corporate opportunity is waived by a vote of the Board of Managers, which vote shall include a majority of the Managers at law, in equity or otherwise. 10.5.4 Without limiting the provisions of Section 8.4, the Company and each Member and their respective Affiliates, employees, agents and representatives, hereby waive any claim or cause of action against the Keystone Member (and any Manager not appointed by the Keystone Member) for any breach of any fiduciary duty to the Company or its Subsidiaries Leucadia), Leucadia (or any of their respective equityholders (including the Members) by any such Person, including any claim that may result from (x) any conflict of interest, including any conflict of interest between the Company or its Subsidiaries or any of their respective equityholders (including the Members) and such Person or otherwise, (y) any breach of the duty of loyalty or (z) any breach of the duty of care. Each Member acknowledges and agrees that in the event of any conflict of interest, each such Person may, so long as such action does not constitute a breach of the implied covenant of good faith and fair dealing, act in the best interests of such Person or its Affiliates, employees, employers, agents and representatives (subject to the limitations set forth above in this Section 10.5.4). The Keystone Member (and any Manager appointed by the Keystone Member) shall not be obligated to recommend present any business or take any action that prefers the interests of investment opportunity to the Company or its Subsidiaries Affiliates even if such opportunity is of a character that, if presented to the Company or such Affiliates, could be taken by the Company or such Affiliates, and Leucadia (or any of their respective equityholders (including the Members) over the interests of such Person or its Affiliates) shall have the right to take for its own account (individually or as a partner, employeesmember, employersshareholder, agents fiduciary or representatives, and each of the Company and each Member hereby waives the fiduciary duties, if any, of such otherwise) or to recommend to any other Person to the Company and/or its Members, including in the event of any such conflict of interest particular business or otherwiseinvestment opportunity.

Fiduciary and Other Duties. 10.5.1 An 12.5.1 To the extent that, at law or in equity, an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Indemnified Person, an Indemnified Person acting under this Agreement shall not be liable to the Company or to any other Indemnified Person for such Indemnified Person’s its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties (including fiduciary duties) and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Indemnified Person. The provisions of this Section 13.5.1 shall not be construed to relieve any Indemnified Person from liability for such Person's fraud or a Violation of the Business Judgment Rule. 10.5.2 12.5.2 Whenever in this Agreement an Indemnified Person is permitted or required to make a decision (a) in such its "discretion" (without qualification as to how the discretion is to be exercised) or under a grant of similar authority or latitude, the Indemnified Person’s “Person shall act reasonably and in good faith based on facts known to the Person at the time, (b) in its "sole discretion” " or under a grant of similar authority or latitude, the Indemnified Person shall be entitled to consider only such interests and factors as he or she it desires, including such Indemnified Person’s its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person, or and (bc) in such Indemnified Person’s “good faith” or under another any other express standard, the Indemnified Person shall act under such express standard and shall not be subject to any other or different general standard imposed by this Agreement or other applicable law. 10.5.3 Unless otherwise expressly provided herein, (a) whenever a conflict of interest exists or arises between Indemnified Persons, or (b) whenever this Agreement or any other agreement contemplated herein or therein provides that the Board of Managers shall act in a manner that is, or provides terms that are, fair and reasonable to the Company or the Member, the Board of Managers shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Board of Managers, the resolution, action or term so made, taken or provided by the Board of Managers shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Board of Managers at law, in equity or otherwise. 10.5.4 Without limiting the provisions of Section 8.4, the Company and each Member and their respective Affiliates, employees, agents and representatives, hereby waive any claim or cause of action against the Keystone Member (and any Manager appointed by the Keystone Member) for any breach of any fiduciary duty to the Company or its Subsidiaries or any of their respective equityholders (including the Members) by any such Person, including any claim that may result from (x) any conflict of interest, including any conflict of interest between the Company or its Subsidiaries or any of their respective equityholders (including the Members) and such Person or otherwise, (y) any breach of the duty of loyalty or (z) any breach of the duty of care. Each Member acknowledges and agrees that in the event of any conflict of interest, each such Person may, so long as such action does not constitute a breach of the implied covenant of good faith and fair dealing, act in the best interests of such Person or its Affiliates, employees, employers, agents and representatives (subject to the limitations set forth above in this Section 10.5.4). The Keystone Member (and any Manager appointed by the Keystone Member) shall not be obligated to recommend or take any action that prefers the interests of the Company or its Subsidiaries or any of their respective equityholders (including the Members) over the interests of such Person or its Affiliates, employees, employers, agents or representatives, and each of the Company and each Member hereby waives the fiduciary duties, if any, of such Person to the Company and/or its Members, including in the event of any such conflict of interest or otherwise.

Fiduciary and Other Duties. 10.5.1 14.7.1 An Indemnified Person acting under this Agreement shall not be liable to the Company or to any other Indemnified Person for such Indemnified Person’s his, her or its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties (including fiduciary duties) and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Indemnified Person. 10.5.2 Whenever 14.7.2 Notwithstanding any other provision of this Agreement or otherwise applicable law, whenever in this Agreement an Indemnified Person is permitted or required to make a decision (a) in such Indemnified Person’s “discretion” his, her or its discretion or under a grant of similar authority or latitudeauthority, the Indemnified Person shall be entitled to consider only such interests and factors as he or she such Indemnified Person desires, including such Indemnified Person’s his, her or its own interests, and shall shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person, or (b) in such Indemnified Person’s “his, her or its good faith” faith or under another express standard, the Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other applicable lawstandards. 10.5.3 Unless otherwise expressly provided herein, (a) whenever a conflict of interest exists or arises between Indemnified Persons, or (b) whenever this Agreement or 14.7.3 Notwithstanding any other agreement contemplated herein or therein provides that the Board of Managers shall act in a manner that is, or provides terms that are, fair and reasonable to the Company or the Member, the Board of Managers shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Board of Managers, the resolution, action or term so made, taken or provided by the Board of Managers shall not constitute a breach provision of this Agreement or otherwise applicable law, the Members and their Affiliates may each engage in any other agreement contemplated herein business activities whatsoever and engage in or possess an interest in other business ventures of any duty nature or obligation description, independently or with others, similar or dissimilar to the business conducted or proposed to be conducted by the Company or any of its Affiliates, and none of the Board Company, any of Managers at lawits Affiliates or any other Member (including such other Member’s Affiliates) shall have any rights in, in equity with respect to, or otherwise. 10.5.4 Without limiting to be informed of such other business activities or ventures or the provisions of Section 8.4, the Company and each Member income or profits derived therefrom. The Members and their respective Affiliates, employees, agents and representatives, hereby waive Affiliates shall not be obligated to present any claim business or cause of action against the Keystone Member (and any Manager appointed by the Keystone Member) for any breach of any fiduciary duty investment opportunity to the Company or its Subsidiaries or any Affiliates even if such opportunity is of their respective equityholders (including the Members) by any such Persona character that, including any claim that may result from (x) any conflict of interest, including any conflict of interest between if presented to the Company or its Subsidiaries or any of their respective equityholders (including the Members) and such Person or otherwise, (y) any breach of the duty of loyalty or (z) any breach of the duty of care. Each Member acknowledges and agrees that in the event of any conflict of interest, each such Person may, so long as such action does not constitute a breach of the implied covenant of good faith and fair dealing, act in the best interests of such Person or its Affiliates, employees, employers, agents and representatives (subject to the limitations set forth above in this Section 10.5.4). The Keystone Member (and any Manager appointed could be taken by the Keystone Member) shall not be obligated to recommend or take any action that prefers the interests of the Company or its Subsidiaries or any of their respective equityholders (including the Members) over the interests of such Person or its Affiliates, employeesand the Members and their Affiliates shall have the right to take for their own account (individually or as a partner, employersmember, agents shareholder, fiduciary or representatives, and each of the Company and each Member hereby waives the fiduciary duties, if any, of such otherwise) or to recommend to any other Person to the Company and/or its Members, including in the event of any such conflict of interest particular business or otherwiseinvestment opportunity.

Fiduciary and Other Duties. 10.5.1 14.7.1 An Indemnified Person acting under this Agreement shall not be liable to the Company or to any other Indemnified Person for such Indemnified Person’s his, her or its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties (including fiduciary duties) and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Indemnified Person. 10.5.2 Whenever 14.7.2 Notwithstanding any other provision of this Agreement or otherwise applicable law, whenever in this Agreement an Indemnified Person is permitted or required to make a decision (a) in such Indemnified Person’s “discretion” his, her or its discretion or under a grant of similar authority or latitudeauthority, the Indemnified Person shall be entitled to consider only such interests and factors as he or she such Indemnified Person desires, including such Indemnified Person’s his, her or its own interests, and shall shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person, or (b) in such Indemnified Person’s “his, her or its good faith” faith or under another express standard, the Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by standards. 14.7.3 Notwithstanding any other provision of this Agreement or other otherwise applicable law. 10.5.3 Unless otherwise expressly provided herein, (a) whenever a conflict of interest exists or arises between Indemnified Persons, or (b) whenever this Agreement or any other agreement contemplated herein or therein provides that the Board of Managers shall act in a manner that is, or provides terms that are, fair and reasonable than corporate opportunities belonging to the Company or Company, which shall be only acquiring any interest in any cattle slaughtering facilities in the Member, the Board United States (unless such corporate opportunity is waived by a vote of Managers shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Board of Managers, which vote shall include a majority of the resolutionManagers not appointed by Jefferies or NBM, action as applicable), NBM and Jefferies (or term so madeany of their Affiliates) may each engage in any other business activities whatsoever and engage in or possess an interest in other business ventures of any nature or description, taken independently or provided with others, similar or dissimilar to the business conducted or proposed to be conducted by the Board Company or any of Managers shall not constitute a breach its Affiliates, and none of this Agreement the Company, any of its Affiliates or any other agreement contemplated herein Member (including such other Member's Affiliates) shall have any rights in, with respect to, or to be informed of such other business activities or ventures or the income or profits derived therefrom. Other than corporate opportunities belonging to the Company, which shall be only acquiring any duty or obligation interest in any cattle slaughtering facilities in the United States (unless such corporate opportunity is waived by a vote of the Board of Managers, which vote shall include a majority of the Managers at law, in equity or otherwise. 10.5.4 Without limiting the provisions of Section 8.4, the Company and each Member and their respective Affiliates, employees, agents and representatives, hereby waive any claim or cause of action against the Keystone Member (and any Manager not appointed by the Keystone Member) for any breach of any fiduciary duty to the Company Jefferies or its Subsidiaries NBM, as applicable), NBM or Jefferies (or any of their respective equityholders (including the Members) by any such Person, including any claim that may result from (x) any conflict of interest, including any conflict of interest between the Company or its Subsidiaries or any of their respective equityholders (including the Members) and such Person or otherwise, (y) any breach of the duty of loyalty or (z) any breach of the duty of care. Each Member acknowledges and agrees that in the event of any conflict of interest, each such Person may, so long as such action does not constitute a breach of the implied covenant of good faith and fair dealing, act in the best interests of such Person or its Affiliates, employees, employers, agents and representatives (subject to the limitations set forth above in this Section 10.5.4). The Keystone Member (and any Manager appointed by the Keystone Member) shall not be obligated to recommend present any business or take any action that prefers the interests of investment opportunity to the Company or its Subsidiaries Affiliates even if such opportunity is of a character that, if presented to the Company or such Affiliates, could be taken by the Company or such Affiliates, and NBM or Jefferies (or any of their respective equityholders Affiliates) shall have the right to take for its own account (including the Membersindividually or as a partner, member, shareholder, fiduciary or otherwise) over the interests of such or to recommend to any other Person or its Affiliates, employees, employers, agents or representatives, and each of the Company and each Member hereby waives the fiduciary duties, if any, of such Person to the Company and/or its Members, including in the event of any such conflict of interest particular business or otherwise.investment opportunity

Fiduciary and Other Duties. 10.5.1 An 12.5.1 To the extent that, at law or in equity, an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Indemnified Person, an Indemnified Person acting under this Agreement shall not be liable to the Company or to any other Indemnified Person for such Indemnified Person’s its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties (including fiduciary duties) and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Indemnified Person. The provisions of this Section 12.5.1 shall not be construed to relieve any Indemnified Person from liability for such Person's fraud or a Violation of the Business Judgment Rule. 10.5.2 12.5.2 Whenever in this Agreement an Indemnified Person is permitted or required to make a decision (a) in such its "discretion" (without qualification as to how the discretion is to be exercised) or under a grant of similar authority or latitude, the Indemnified Person’s “Person shall act reasonably and in good faith based on facts known to the Person at the time, (b) in its "sole discretion” " or under a grant of similar authority or latitude, the Indemnified Person shall be entitled to consider only such interests and factors as he or she it desires, including such Indemnified Person’s its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person, or and (bc) in such Indemnified Person’s “good faith” or under another any other express standard, the Indemnified Person shall act under such express standard and shall not be subject to any other or different general standard imposed by this Agreement or other applicable law. 10.5.3 Unless otherwise expressly provided herein, (a) whenever a conflict of interest exists or arises between Indemnified Persons, or (b) whenever this Agreement or any other agreement contemplated herein or therein provides that the Board of Managers shall act in a manner that is, or provides terms that are, fair and reasonable to the Company or the Member, the Board of Managers shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Board of Managers, the resolution, action or term so made, taken or provided by the Board of Managers shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Board of Managers at law, in equity or otherwise. 10.5.4 Without limiting the provisions of Section 8.4, the Company and each Member and their respective Affiliates, employees, agents and representatives, hereby waive any claim or cause of action against the Keystone Member (and any Manager appointed by the Keystone Member) for any breach of any fiduciary duty to the Company or its Subsidiaries or any of their respective equityholders (including the Members) by any such Person, including any claim that may result from (x) any conflict of interest, including any conflict of interest between the Company or its Subsidiaries or any of their respective equityholders (including the Members) and such Person or otherwise, (y) any breach of the duty of loyalty or (z) any breach of the duty of care. Each Member acknowledges and agrees that in the event of any conflict of interest, each such Person may, so long as such action does not constitute a breach of the implied covenant of good faith and fair dealing, act in the best interests of such Person or its Affiliates, employees, employers, agents and representatives (subject to the limitations set forth above in this Section 10.5.4). The Keystone Member (and any Manager appointed by the Keystone Member) shall not be obligated to recommend or take any action that prefers the interests of the Company or its Subsidiaries or any of their respective equityholders (including the Members) over the interests of such Person or its Affiliates, employees, employers, agents or representatives, and each of the Company and each Member hereby waives the fiduciary duties, if any, of such Person to the Company and/or its Members, including in the event of any such conflict of interest or otherwise.

Fiduciary and Other Duties. 10.5.1 14.7.1 An Indemnified Person acting under this Agreement shall not be liable to the Company or to any other Indemnified Person for such Indemnified Person’s his, her or its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties (including fiduciary duties) and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Indemnified Person. 10.5.2 Whenever 14.7.2 Notwithstanding any other provision of this Agreement or otherwise applicable law, whenever in this Agreement an Indemnified Person is permitted or required to make a decision (a) in such Indemnified Person’s “discretion” his, her or its discretion or under a grant of similar authority or latitudeauthority, the Indemnified Person shall be entitled to consider only such interests and factors as he or she such Indemnified Person desires, including such Indemnified Person’s his, her or its own interests, and shall shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person, or (b) in such Indemnified Person’s “his, her or its good faith” faith or under another express standard, the Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by standards. 14.7.3 Notwithstanding any other provision of this Agreement or other otherwise applicable law. 10.5.3 Unless otherwise expressly provided herein, (a) whenever a conflict of interest exists or arises between Indemnified Persons, or (b) whenever this Agreement or any other agreement contemplated herein or therein provides that the Board of Managers shall act in a manner that is, or provides terms that are, fair and reasonable than corporate opportunities belonging to the Company or Company, which shall be only acquiring any interest in any cattle slaughtering facilities in the Member, the Board United States (unless such corporate opportunity is waived by a vote of Managers shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Board of Managers, which vote shall include a majority of the resolutionManagers not appointed by Jefferies or NBM, action as applicable), NBM and Jefferies (or term so madeany of their Affiliates) may each engage in any other business activities whatsoever and engage in or possess an interest in other business ventures of any nature or description, taken independently or provided with others, similar or dissimilar to the business conducted or proposed to be conducted by the Board Company or any of Managers shall not constitute a breach its Affiliates, and none of this Agreement the Company, any of its Affiliates or any other agreement contemplated herein Member (including such other Member’s Affiliates) shall have any rights in, with respect to, or to be informed of such other business activities or ventures or the income or profits derived therefrom. Other than corporate opportunities belonging to the Company, which shall be only acquiring any duty or obligation interest in any cattle slaughtering facilities in the United States (unless such corporate opportunity is waived by a vote of the Board of Managers, which vote shall include a majority of the Managers at law, in equity or otherwise. 10.5.4 Without limiting the provisions of Section 8.4, the Company and each Member and their respective Affiliates, employees, agents and representatives, hereby waive any claim or cause of action against the Keystone Member (and any Manager not appointed by the Keystone Member) for any breach of any fiduciary duty to the Company Jefferies or its Subsidiaries NBM, as applicable), NBM or Jefferies (or any of their respective equityholders (including the Members) by any such Person, including any claim that may result from (x) any conflict of interest, including any conflict of interest between the Company or its Subsidiaries or any of their respective equityholders (including the Members) and such Person or otherwise, (y) any breach of the duty of loyalty or (z) any breach of the duty of care. Each Member acknowledges and agrees that in the event of any conflict of interest, each such Person may, so long as such action does not constitute a breach of the implied covenant of good faith and fair dealing, act in the best interests of such Person or its Affiliates, employees, employers, agents and representatives (subject to the limitations set forth above in this Section 10.5.4). The Keystone Member (and any Manager appointed by the Keystone Member) shall not be obligated to recommend present any business or take any action that prefers the interests of investment opportunity to the Company or its Subsidiaries Affiliates even if such opportunity is of a character that, if presented to the Company or such Affiliates, could be taken by the Company or such Affiliates, and NBM or Jefferies (or any of their respective equityholders Affiliates) shall have the right to take for its own account (including the Membersindividually or as a partner, member, shareholder, fiduciary or otherwise) over the interests of such or to recommend to any other Person or its Affiliates, employees, employers, agents or representatives, and each of the Company and each Member hereby waives the fiduciary duties, if any, of such Person to the Company and/or its Members, including in the event of any such conflict of interest particular business or otherwiseinvestment opportunity.

Fiduciary and Other Duties. 10.5.1 An 13.5.1 To the extent that, at law or in equity, an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Indemnified Person, an Indemnified Person acting under this Agreement shall not be liable to the Company or to any other Indemnified Person for such Indemnified Person’s its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties (including fiduciary duties) and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Indemnified Person. The provisions of this Section 13.5.1 shall not be construed to relieve any Indemnified Person from liability for such Person's fraud or a Violation of the Business Judgment Rule. 10.5.2 13.5.2 Whenever in this Agreement an Indemnified Person is permitted or required to make a decision (a) in such its "discretion" (without qualification as to how the discretion is to be exercised) or under a grant of similar authority or latitude, the Indemnified Person’s “Person shall act reasonably and in good faith based on facts known to the Person at the time, (b) in its "sole discretion” " or under a grant of similar authority or latitude, the Indemnified Person shall be entitled to consider only such interests and factors as he or she it desires, including such Indemnified Person’s its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person, or and (bc) in such Indemnified Person’s “good faith” or under another an express standard, the Indemnified Person shall act under such express standard and shall not be subject to any other or different general standard imposed by this Agreement or other applicable law. 10.5.3 Unless otherwise expressly provided herein, (a) whenever a conflict of interest exists or arises between Indemnified Persons, or (b) whenever this Agreement or any other agreement contemplated herein or therein provides that the Board of Managers shall act in a manner that is, or provides terms that are, fair and reasonable to the Company or the Member, the Board of Managers shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Board of Managers, the resolution, action or term so made, taken or provided by the Board of Managers shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Board of Managers at law, in equity or otherwise. 10.5.4 Without limiting the provisions of Section 8.4, the Company and each Member and their respective Affiliates, employees, agents and representatives, hereby waive any claim or cause of action against the Keystone Member (and any Manager appointed by the Keystone Member) for any breach of any fiduciary duty to the Company or its Subsidiaries or any of their respective equityholders (including the Members) by any such Person, including any claim that may result from (x) any conflict of interest, including any conflict of interest between the Company or its Subsidiaries or any of their respective equityholders (including the Members) and such Person or otherwise, (y) any breach of the duty of loyalty or (z) any breach of the duty of care. Each Member acknowledges and agrees that in the event of any conflict of interest, each such Person may, so long as such action does not constitute a breach of the implied covenant of good faith and fair dealing, act in the best interests of such Person or its Affiliates, employees, employers, agents and representatives (subject to the limitations set forth above in this Section 10.5.4). The Keystone Member (and any Manager appointed by the Keystone Member) shall not be obligated to recommend or take any action that prefers the interests of the Company or its Subsidiaries or any of their respective equityholders (including the Members) over the interests of such Person or its Affiliates, employees, employers, agents or representatives, and each of the Company and each Member hereby waives the fiduciary duties, if any, of such Person to the Company and/or its Members, including in the event of any such conflict of interest or otherwise.

Fiduciary and Other Duties. 10.5.1 14.7.1 An Indemnified Person acting under this Agreement shall not be liable to the Company or to any other Indemnified Person for such Indemnified Person’s his, her or its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties (including fiduciary duties) and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Indemnified Person. 10.5.2 Whenever 14.7.2 Notwithstanding any other provision of this Agreement or otherwise applicable law, whenever in this Agreement an Indemnified Person is permitted or required to make a decision (a) in such Indemnified Person’s “discretion” his, her or its discretion or under a grant of similar authority or latitudeauthority, the Indemnified Person shall be entitled to consider only such interests and factors as he or she such Indemnified Person desires, including such Indemnified Person’s his, her or its own interests, and shall shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person, or (b) in such Indemnified Person’s “his, her or its good faith” faith or under another express standard, the Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by standards. 14.7.3 Notwithstanding any other provision of this Agreement or other otherwise applicable law. 10.5.3 Unless otherwise expressly provided herein, (a) whenever a conflict of interest exists or arises between Indemnified Persons, or (b) whenever this Agreement or any other agreement contemplated herein or therein provides that the Board of Managers shall act in a manner that is, or provides terms that are, fair and reasonable than corporate opportunities belonging to the Company or Company, which shall be only acquiring any interest in any cattle slaughtering facilities in the Member, the Board United States (unless such corporate opportunity is waived by a vote of Managers shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Board of Managers, which vote shall include a majority of the resolutionManagers not appointed by Leucadia or NBM, action as applicable), NBM and Leucadia (or term so madeany of their Affiliates) may each engage in any other business activities whatsoever and engage in or possess an interest in other business ventures of any nature or description, taken independently or provided with others, similar or dissimilar to the business conducted or proposed to be conducted by the Board Company or any of Managers shall not constitute a breach its Affiliates, and none of this Agreement the Company, any of its Affiliates or any other agreement contemplated herein Member (including such other Member’s Affiliates) shall have any rights in, with respect to, or to be informed of such other business activities or ventures or the income or profits derived therefrom. Other than corporate opportunities belonging to the Company, which shall be only acquiring any duty or obligation interest in any cattle slaughtering facilities in the United States (unless such corporate opportunity is waived by a vote of the Board of Managers, which vote shall include a majority of the Managers at law, in equity or otherwise. 10.5.4 Without limiting the provisions of Section 8.4, the Company and each Member and their respective Affiliates, employees, agents and representatives, hereby waive any claim or cause of action against the Keystone Member (and any Manager not appointed by the Keystone Member) for any breach of any fiduciary duty to the Company Leucadia or its Subsidiaries NBM, as applicable), NBM or Leucadia (or any of their respective equityholders (including the Members) by any such Person, including any claim that may result from (x) any conflict of interest, including any conflict of interest between the Company or its Subsidiaries or any of their respective equityholders (including the Members) and such Person or otherwise, (y) any breach of the duty of loyalty or (z) any breach of the duty of care. Each Member acknowledges and agrees that in the event of any conflict of interest, each such Person may, so long as such action does not constitute a breach of the implied covenant of good faith and fair dealing, act in the best interests of such Person or its Affiliates, employees, employers, agents and representatives (subject to the limitations set forth above in this Section 10.5.4). The Keystone Member (and any Manager appointed by the Keystone Member) shall not be obligated to recommend present any business or take any action that prefers the interests of investment opportunity to the Company or its Subsidiaries Affiliates even if such opportunity is of a character that, if presented to the Company or such Affiliates, could be taken by the Company or such Affiliates, and NBM or Leucadia (or any of their respective equityholders Affiliates) shall have the right to take for its own account (including the Membersindividually or as a partner, member, shareholder, fiduciary or otherwise) over the interests of such or to recommend to any other Person or its Affiliates, employees, employers, agents or representatives, and each of the Company and each Member hereby waives the fiduciary duties, if any, of such Person to the Company and/or its Members, including in the event of any such conflict of interest particular business or otherwiseinvestment opportunity.

Fiduciary and Other Duties. 10.5.1 14.7.1 An Indemnified Person acting under this Agreement shall not be liable to the Company or to any other Indemnified Person for such Indemnified Person’s his, her or its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties (including fiduciary duties) and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Indemnified Person. 10.5.2 Whenever 14.7.2 Notwithstanding any other provision of this Agreement or otherwise applicable law, whenever in this Agreement an Indemnified Person is permitted or required to make a decision (a) in such Indemnified Person’s “discretion” his, her or its discretion or under a grant of similar authority or latitudeauthority, the Indemnified Person shall be entitled to consider only such interests and factors as he or she such Indemnified Person desires, including such Indemnified Person’s his, her or its own interests, and shall shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person, or (b) in such Indemnified Person’s “his, her or its good faith” faith or under another express standard, the Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by standards. 14.7.3 Notwithstanding any other provision of this Agreement or other otherwise applicable law. 10.5.3 Unless otherwise expressly provided herein, (a) whenever a conflict of interest exists or arises between Indemnified Persons, or (b) whenever this Agreement or any other agreement contemplated herein or therein provides that the Board of Managers shall act in a manner that is, or provides terms that are, fair and reasonable than corporate opportunities belonging to the Company (or the Memberto Pennsylvania LLC, the allocation of which shall be mutually determined by their respective Board of Managers Managers), which shall resolve include in all cases Competing Businesses and Competing Facilities (unless such conflict corporate opportunity is waived by a vote of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Board of Managers, which vote shall include a majority of the resolutionManagers not appointed by Leucadia), action Leucadia (or term so madeany of its Affiliates) may each engage in any other business activities whatsoever and engage in or possess an interest in other business ventures of any nature or description, taken independently or provided with others, similar or dissimilar to the business conducted or proposed to be conducted by the Board Company or any of Managers shall not constitute a breach its Affiliates, and none of this Agreement the Company, any of its Affiliates or any other agreement contemplated herein Member (including such other Member’s Affiliates) shall have any rights in, with respect to, or to be informed of any duty such other business activities or obligation ventures or the income or profits derived therefrom. Other than corporate opportunities belonging to the Company (or to Pennsylvania LLC, the allocation of which shall be mutually determined by their respective Board of Managers), which shall include in all cases Competing Businesses and Competing Facilities (unless such corporate opportunity is waived by a vote of the Board of Managers, which vote shall include a majority of the Managers at law, in equity or otherwise. 10.5.4 Without limiting the provisions of Section 8.4, the Company and each Member and their respective Affiliates, employees, agents and representatives, hereby waive any claim or cause of action against the Keystone Member (and any Manager not appointed by the Keystone Member) for any breach of any fiduciary duty to the Company or its Subsidiaries Leucadia), Leucadia (or any of its Affiliates (other than the Company, Pennsylvania LLC or their respective equityholders (including the Members) by any such Person, including any claim that may result from (x) any conflict of interest, including any conflict of interest between the Company or its Subsidiaries or any of their respective equityholders (including the Members) and such Person or otherwise, (y) any breach of the duty of loyalty or (z) any breach of the duty of care. Each Member acknowledges and agrees that in the event of any conflict of interest, each such Person may, so long as such action does not constitute a breach of the implied covenant of good faith and fair dealing, act in the best interests of such Person or its Affiliates, employees, employers, agents and representatives (subject to the limitations set forth above in this Section 10.5.4Subsidiaries). The Keystone Member (and any Manager appointed by the Keystone Member) shall not be obligated to recommend present any business or take any action that prefers investment opportunity to the interests Company, Pennsylvania LLC or their respective Affiliates even if such opportunity is of a character that, if presented to the Company, Pennsylvania LLC or such Affiliates, could be taken by the Company or its Subsidiaries such Affiliates, and Leucadia (or any of its Affiliates (other than the Company, Pennsylvania LLC or their respective equityholders Subsidiaries)) shall have the right to take for its own account (including the Membersindividually or as a partner, member, shareholder, fiduciary or otherwise) over the interests of such or to recommend to any other Person or its Affiliates, employees, employers, agents or representatives, and each of the Company and each Member hereby waives the fiduciary duties, if any, of such Person to the Company and/or its Members, including in the event of any such conflict of interest particular business or otherwiseinvestment opportunity.

Fiduciary and Other Duties. 10.5.1 14.7.1 An Indemnified Person acting under this Agreement shall not be liable to the Company or to any other Indemnified Person for such Indemnified Person’s his, her or its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties (including fiduciary duties) and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Indemnified Person. 10.5.2 Whenever 14.7.2 Notwithstanding any other provision of this Agreement or otherwise applicable law, whenever in this Agreement an Indemnified Person is permitted or required to make a decision (a) in such Indemnified Person’s “discretion” his, her or its discretion or under a grant of similar authority or latitudeauthority, the Indemnified Person shall be entitled to consider only such interests and factors as he or she such Indemnified Person desires, including such Indemnified Person’s his, her or its own interests, and shall shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person, or (b) in such Indemnified Person’s “his, her or its good faith” faith or under another express standard, the Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by standards. 14.7.3 Notwithstanding any other provision of this Agreement or other otherwise applicable law. 10.5.3 Unless otherwise expressly provided herein, (a) whenever a conflict of interest exists or arises between Indemnified Persons, or (b) whenever this Agreement or any other agreement contemplated herein or therein provides that the Board of Managers shall act in a manner that is, or provides terms that are, fair and reasonable than corporate opportunities belonging to the Company (or the Memberto National, the allocation of which shall be mutually determined by their respective Board of Managers Managers), which shall resolve include in all cases Competing Businesses and Competing Facilities (unless such conflict corporate opportunity is waived by a vote of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Board of Managers, which vote shall include a majority of the resolutionManagers not appointed by Leucadia), action Leucadia (or term so madeany of its Affiliates) may each engage in any other business activities whatsoever and engage in or possess an interest in other business ventures of any nature or description, taken independently or provided with others, similar or dissimilar to the business conducted or proposed to be conducted by the Board Company or any of Managers shall not constitute a breach its Affiliates, and none of this Agreement the Company, any of its Affiliates or any other agreement contemplated herein Member (including such other Member’s Affiliates) shall have any rights in, with respect to, or to be informed of any duty such other business activities or obligation ventures or the income or profits derived therefrom. Other than corporate opportunities belonging to the Company (or to National, the allocation of which shall be mutually determined by their respective Board of Managers), which shall include in all cases Competing Businesses and Competing Facilities (unless such corporate opportunity is waived by a vote of the Board of Managers, which vote shall include a majority of the Managers at law, in equity or otherwise. 10.5.4 Without limiting the provisions of Section 8.4, the Company and each Member and their respective Affiliates, employees, agents and representatives, hereby waive any claim or cause of action against the Keystone Member (and any Manager not appointed by the Keystone Member) for any breach of any fiduciary duty to the Company or its Subsidiaries Leucadia), Leucadia (or any of its Affiliates (other than the Company, National or their respective equityholders (including the Members) by any such Person, including any claim that may result from (x) any conflict of interest, including any conflict of interest between the Company or its Subsidiaries or any of their respective equityholders (including the Members) and such Person or otherwise, (y) any breach of the duty of loyalty or (z) any breach of the duty of care. Each Member acknowledges and agrees that in the event of any conflict of interest, each such Person may, so long as such action does not constitute a breach of the implied covenant of good faith and fair dealing, act in the best interests of such Person or its Affiliates, employees, employers, agents and representatives (subject to the limitations set forth above in this Section 10.5.4Subsidiaries). The Keystone Member (and any Manager appointed by the Keystone Member) shall not be obligated to recommend present any business or take any action that prefers investment opportunity to the interests Company, National or their respective Affiliates even if such opportunity is of a character that, if presented to the Company, National or such Affiliates, could be taken by the Company or its Subsidiaries such Affiliates, and Leucadia (or any of its Affiliates (other than the Company, National or their respective equityholders Subsidiaries)) shall have the right to take for its own account (including the Membersindividually or as a partner, member, shareholder, fiduciary or otherwise) over the interests of such or to recommend to any other Person or its Affiliates, employees, employers, agents or representatives, and each of the Company and each Member hereby waives the fiduciary duties, if any, of such Person to the Company and/or its Members, including in the event of any such conflict of interest particular business or otherwiseinvestment opportunity.